Broken Mind
by Enigma Secrets
Summary: TFP. When Airachnid doesn't step into a stasis pod, Megatron must hunt her down himself to regain control of the insecticons. A three way battle ensues and ends with Arcee missing in action, Airachnid left for dead, and Megatron... victorious? Rated T for giant robots doing battle. (What can I say? Megatron's a violent dude.)
1. Lost

(I do not own Transformers Prime, because if I did the third season would not have been quite so disappointing. I, however, wouldn't change the final battle for the world. If my terminology for cybertronians is incorrect please politely inform me. This story starts in the episode "Armada".)

Airachnid had just set into motion her second attempt on Megatron's life when she heard the autobots' plotting. Airachnid peered up at them before sending them a knowing smirk. "Rear guard, engage the autobots," she purred. No insecticon should have been able to hear the command given the distance.

And, yet, two dozen insecticons did a three-sixty, all the while howling for the energon of the enemies of their queen. They fired upon the autobots, initiating a huge explosion, but the blast was drowned out by the roaring of an engine. Arcee tore out of the smoke and jumped the cliff that separated her from her archenemy.

Airachnid hissed in frustration before turning tail to lead Arcee away from her team. As she ran, Airachnid sent two insecticons after Arcee, hoping to put some distance between them. After all, she worked best from the shadows when ambushing her prey. Airachnid studied the trees around her. "If I attach my web there, and tie it off there, then I'll be able to-," Airachnid's train of thought was disrupted as she looked up just in time to see an insecticon collide with her. "NO!"

Arcee rushed over to where Airachnid had fallen, but found a sizable hole instead. Drilling could be heard from deep within. "Underground. Now there's a surprise," she stated before jumping down after Airachnid."

Airachnid burrowed her way down to the insecticon hive. She knew Arcee would follow her right into her carefully laid trap. Arcee had become decidedly more reckless as of late. Airachnid easily scaled the cavern wall and cackled quietly to herself. Soon. Very soon. The femme was sure of it. She would have Arcee's spark along with any other autobots's she could get her servos on. He had stolen everything from her. Now, she would take everything from them.

Arcee had a sense of déjà vu as she once again found herself following Airachnid into the depths of the Earth. A deadly tranquility overtook her. The Killing Calm. There would be no escape for the rogue assassin this time.

Arcee landed at the bottom of the pit and found herself in a cavern full of insecticons in stasis pods. Apparently, the swarm Airachnid sent to terminate Megatron hadn't been the last of the beasts. Arcee began to stealthily wander the cave, never once lowering her blasters. She strained her audios and caught the click of blades on stone and the humming whirr of blasters being activated. Airachnid's reflection flashed across the metallic surface of a stasis pod and Arcee lunged to the side just in time to avoid a round of gunfire.

With a scream, Arcee unleashed a barrage of bullets that hit Airachnid collapsing the wall she had been standing on. Airachnid landed in a heap, but Arcee never gave her a chance to recover. She rushed her archenemy with an unrelenting attack. The two femmes fought servo to servo before Arcee pressed her advantage. The blue cybertronian lashed out with her pede and sent Airachnid reeling back.

Airachnid stumbled onto an open stasis pod. Her lightning reflexes caused her to dive off the platform and she was able to avoid imprisonment. At least most of her was. Pain raced through her body as one of her spider legs was severed, and she welcomed it.

Suddenly Arcee swiped out and knocked the black and purple femme off her pedes. Airachnid landed on her back and instinctively brought her spiderish legs in to protect herself, but Arcee easily brushed past her defenses and had her at gun point within seconds.

"It's over," Arcee snarled with a murderous look and a charging blaster. Airachnid couldn't help but laugh aloud. She didn't fear joining the All-Spark nor did she care enough to save herself. Not anymore.

"Make it hurt," Airachnid requested. Agony had been her constant companion and only friend for eons. It forced her to forget the events of that single day that had ruined her life and crushed her spark into fragments too tiny to ever even begin to heal. Her processor, unwillingly, conjured up the image of a grinning green youngling so full of life until… he wasn't. Airachnid schooled her features into her typical sadistic smile. "You know I would extend the same courtesy to you." Emotion was weakness, and she would not show Arcee any. Not ever.

"I'm not like you," Arcee hissed as she leveled her blaster and prepared to fire. Suddenly the entire cavern began to shake wildly. Arcee lurched away from where she stood over the black femme. Airachnid, ever the opportunist, decided now would be the perfect time to make her escape. She had started drilling into the rocky earth, when a sleek silver cybertronian jet purposefully hit her at top speed and slammed her into the cavern wall.

Airachnid moaned and clutched at her helm. She wasn't sure if the cavern was still trembling from the jet recklessly flying down here or if it was just her, but she was currently seeing two Megatrons looming over her. As if her day hadn't been bad enough already. "Well, well, well," she heard the gladiator growl, "an ex-decepticon and an autobot. I will take your sparks as consolation for the recent disturbances."

Airachnid shook her helm and her vision finally cleared just in time to see Megatron raise a pede. She rolled to the right and barely avoided becoming a smear on the bottom his tread. Airachnid rose unsteadily and leapt away from him. She knew all too well that close combat with Megatron was suicide. On the other side of the cave Arcee recovered from the shocking appearance of the leader of the decepticons and began to fire round after round at him.

As much as Airachnid hated to admit it, she was clearly the lesser threat in this instance from the autobot's perspective. Most of Arcee's shots glanced off Megatron's near impenetrable armor, and both femmes knew this was a losing battle. But, while Airachnid was still hoping for someway to escape, Arcee courageously engaged the warlord in battle.

Arcee appeared to dance around Megatron's strikes while firing her blasters at close range. They were almost as ineffective as they were at long range. No one, not even Arcee, could evade Megatron for long though. Megatron hefted his fusion cannon and fired it at the autobot warrior. The cannon was _very_ effective at close range. Arcee was sent flying through the air and hit the ground hard before skidding to a stop with a soft moan.

As Airachnid backed away from her enemies one of her servos brushed against an insecticon pod. She emitted a low frequency, and the insecticon awoke from stasis. But something was wrong, Airachnid soon discovered as a bolt of pain shot through her processor. The insecticon seemed reluctant to do her bidding, but Airachnid was relentless. Despite her ever increasing helm ache, the rogue forced the insecticon to her will.

Megatron dramatically raised his blade above his head in preparation to offline the autobot femme, when a huge force tackled him from behind. Megatron flipped around and threw the insecticon off him, but could not stop himself from hitting the stone cavern wall. The impact made the entire cave shudder, but the decepticon overlord ignored it. The insecticon howled and charged him again, but it didn't stand a chance against him. With two deft slashes of his sword, Megatron left the bug in pieces.

Suddenly, Megatron's left arm was pinned to cavern wall by a blast of webbing. He sliced himself free and turned to smiled humorlessly at Airachnid. His shark-like teeth visible for all to see. "You'll have to do better than that." Faster than she thought physically possible, Megatron was at her side and had clamped a servo around her midriff. She twisted in his grip and managed to kick him in the jaw, but it didn't phase him in the slightest.

Arcee struggled to her pedes. Her shoulder was badly burned from Megatron's cannon but she began firing at him once more. And, hey, if she happened to hit Airachnid, that was just an added bonus. Megatron powered up his fusion cannon, but Arcee was ready and easily dodged his shots. The cavern was not so lucky as a fissure opened up and boulders rained down upon the three cybertronians. In the confusion, Megatron dropped Airachnid and she fell like a rag doll from his grasp.

Airachnid's vision blurred as she tried to stand, and she felt unconsciousness pulling at her. Only her instincts to flee kept her upright. Dust and debris swirled around her, and she lost sight of both Megatron and Arcee. Or maybe she was the one who had vanished within the cloud. Airachnid's processor began to throb incessantly. Why couldn't she think straight?

There was a reason she hadn't burrowed away yet, but her thoughts were hazy and sluggish. Airachnid stumbled forwards and racked her processor. It had something to do with Megatron… and Arcee… right? Something landed heavily on one of her spider legs and jerked her to a halt. Airachnid blinked once at stone entrapping her leg before her self-preservation took over. She wrench herself free and ran for where she suspected the exit, but instead collided with something large and silver.

Airachnid tumbled to the ground as a rock fell from the ceiling and pinned her non-spider legs beneath. She squirmed, but could find no leverage. Megatron watched on with a cruel smile as Airachnid was buried alive. The last thing Airachnid saw was Arcee's limp form laying at the feet of the tyrant in a pool of energon. The spider femme hissed at him as the suffocating darkness closed in around her and she lost all sense of self.

"Here lies the most treacherous decepticon to have ever entered the Nemesis, at least, right after Starscream," Megatron quipped before plunging his blade into pile of rumble. Airachnid gave a satisfying little whimper, as he retracted his energon covered sword.

"The insecticons have ceased their assault of the Nemesis, my liege," Knockout's voice came over Megatron's comm.

"Very good. I shall return shortly."

"I hate insecticons," Megatron heard Knockout rant, clearly oblivious that his comm was still on. "Filthy vermin that scratch my new paintjo-," Megatron shook his helm and turned off his own comm.

"Soundwave," Megatron opened a new com channel with his communications chief, "I require a ground bridge, and prepare a holding cell." Though Soundwave didn't respond, Megatron knew the loyal mech had heard and acknowledged him. A ground bridge opened a few feet away, and Megatron dragged the autobot femme behind him. The bridge closed and the cavern was plunged into darkness and silence. The only movement came from beneath a pile of rubble that appeared to leaking energon at an alarming rate...


	2. All in your Helm

(My OC, Enigma Secrets aka the creepy little girl, will make an appearance in this chapter. Enigma does have some magic, but this is Transformers Prime not Once Upon a Time. Enigma will use a tiny bit of magic in this chapter only, because, let's be honest, nothing short of a miracle is going to cause Airachnid to have a change of spark. Anything else she does in the rest of this story can be written off as her telekinesis, other mental abilities, or her mad ninja skills. My OC, Enigma Secrets, is my namesake not me.

If you don't like magic being in Transformers Prime don't read, but if you don't mind please enjoy:)

Airachnid's optics fluttered open and she sat up cautiously to take in her surroundings. "How…?" she murmured aloud as she realized she was in a vaguely familiar forest. Wasn't this around the area where my ship crashed, Airachnid wondered. Though it was night, her optics didn't need to adjust as the half-moon shone almost as bright as the sun.

Airachnid stood and found herself in perfect condition. She had no gashes from Arcee, no dents from Megatron, and most shockingly of all was that her spider leg were reattached. That was clearly not natural. Who could possibly have helped her and what did they want in return?

Almost as if in response to her thoughts, a child's ghostly laughter echoed around the clearing in which she was. Airachnid detected no metallic undertone in the voice, so that meant it was not a cybertronian, therefore, Airachnid ruled, it must be a human.

"Come out, come out where ever you are, little one," Airachnid's voice turning sickly sweet. It would make her day to hear this foolish human's screams. Airachnid's gaze swept across the surrounding trees, but she was unable to pinpoint the child's location. "I just want to _play_ with you," Airachnid crooned and the giggles took on a sinister manner. Airachnid shivered involuntarily. The poor cybertronian femme had no idea what she had just gotten herself into.

"I want to _play_ with you, as well."

Airachnid whirled around but the child was no where to be seen. She could have sworn the voice had come from behind her. Airachnid's spark started to beat faster. Perhaps I should find other prey, Airachnid thought as she carefully backed out of the clearing. It unnerved her that the child continued to elude her especially with her thermal detection upgrade. As far as the femme could tell, she was the only living thing in this forest.

Suddenly, tiny fingertips brushed against Airachnid's right horn. Airachnid spun around to discover a human girl sitting on a tree branch at optic level with her. Probably about six, Airachnid figured, though she wasn't the best at judging the ages of humans. Moonlight shimmered across the child's long brunette hair. And her eye that wasn't covered by her hair gleamed gold with a slitted pupil. The child wore a plain black gown. One of the girl's hands was moving in a constant circular motion as if beckoning the cybertronian forwards. The other was completely still, but clutched what Airachnid thought might be a stuffed dog.

Airachnid unconsciously took in all these details within moments as she stared at the child who showed no sign of fear even though she was seventeen feet of the ground not to mention the sadistic spider femme before her. A smile spread across the girl's face to reveal shiny white teeth. Very _pointy_ shiny white teeth. The child snickered again, at Airachnid's look of bewilderment and fascination, but it held no malice.

"You found me, you found me," the girl chanted, "but you can't catch me!" Without another word, the child rose to her feet and dashed off into the trees. Airachnid took the challenge to spark. The child leapt from branch to branch gracefully with Airachnid in pursuit. The girl glanced back only once, and in that instant Airachnid saw a wolfish beast in place of the child. The next moment the creature was gone and the giggling girl was back, right before she ducked behind a trunk of a tree.

Nowhere to run, nowhere to hide, Airachnid thought as she peeked around the tree and found… nothing. Now she was sure her optics were glitching. Not even Arcee was that stealthy. Something gently tapped the top of her horns, and she turned to find the girl in a different tree. Airachnid shot a blast of webbing at the child, but she nimbly evaded before running off again. Over and over Airachnid would hunt the girl down, then lose her, and finally have her attack miss altogether as the cycle continued endlessly.

Airachnid soon discovered that she physically could not stop following the child, after she had begun. The girl's laughter rang through Airachnid's audios during the entire game until it was all she could hear. Then silence swept over the forest, as the femme once again lost a visual of her prey.

There, in the clearing where Airachnid had awoken, stood the child motionlessly with her back to the cybertronian. Airachnid smirked knowing their game would soon come to an end. A very painful one. She drew back one of her spider legs and stabbed the girl from behind. The child seemed to crumple in on herself and began trembling with a dark substance leaking from her back.

The girl never screamed, but she was making a quiet whimpering sound. Airachnid leaned closer, but immediately realized something was off. Liquid shadows poured from the child, and she was shaking with barely controlled laughter. "You'll have to do better than that."

With those words the girl turned to face the cybertronian. Her eye flashed scarlet once, and Airachnid felt her joints lock simultaneously. The child left Airachnid's now limited field of vision, and the femme felt slight pressure on her shoulder. From the corner of her optic Airachnid spotted the girl sitting there grinning at her. Run…. Escape… Flee… these thoughts went through her processor as she struggled against invisible bonds.

Petite fingers were pressed to the femme's closed spark chamber, and Airachnid tried to recoil. "I take your darkness. Forget it. It is mine. Open your spark to the light, and allow yourself to heal."

The same fluid that the child had been oozing just a bit earlier gushed from Airachnid's own spark chamber. The femme was repulsed as it flowed up the girl's arm and disappeared into her heart.

"Who or what are you, and what did you do to me?" Airachnid demanded as the child dropped sixteen feet off her shoulder and landed as if it were completely normal. Though her knowledge of humans was lacking, she was certain that most couldn't do half the things this girl had.

"My name is Enigma Secrets. I am the Watcher in the Shadows and in this world I rule supreme. As for what I did to you…" the child smirked, "you'll find out soon enough. For now you must rejoin the land of the conscious."

Airachnid's vision blurred as pain suddenly racked through her body, and she reveled in it. The last thing she saw was Enigma waving farewell as the sensation of falling overtook her…

Through the haze in her processor Airachnid felt something huge, warm, and metallic tenderly touch her servo, before not-so-gently wrenching her from beneath the rocks, and nearly ripping her arm off in the process. She was back in the cavern, she realized so everything else must have been a dream. Or a hallucination. Airachnid barely had time to recognize the big, green autobot, before he dropped her with a yelp. She landed in a heap and didn't have the strength to move. He must have been searching for Arcee, and when he had unearthed her dainty servo, he had mistaken it for the motorcycle femme's.

Airachnid could hear the hum of his cannon powering up. She desperately wanted to scurry away into the nearest shadow and hide. Instead she had to make do with bringing her knees in close in a futile attempt to block her spark chamber.

A deep voice rang out from what remained of the cave, "Bulkhead, no!"

"Oh come on, Optimus," Bulkhead's voice wavered and Airachnid could tell he was close to shedding lubricants. "We've searched the entire cave. Arcee's not here and Airachnid's still online." Bulkhead paused either to allow his point to sink in or because he was unable to bring himself to say that Arcee was probably offline.

Optimus knelt next to the small femme and studied her injuries closely, "you make an excellent point, Bulkhead, but you must take into consideration that there are other factors in play besides Arcee and Airachnid."

Airachnid's optics met Optimus's own for a moment and she could tell he had his suspicions on what exactly had happened and clearly hoped he was wrong. "Arcee's blades are meant for slicing and hacking not stabbing. Arcee couldn't have possibly have pierced straight through her stomach and out her back. So, Airachnid, who did this to you?"

"Mega… tron…" she gasped. It didn't matter if she told the autobots or not. She could feel her spark fading more and more as each second past…

(Updates may become infrequent due to school starting up again, but my goal is to update at least once a week)


	3. Escape

(I was meaning to mention this in the last chapter, but epically failed to:

 **RoboDiamondDragon09** : Thank you for following this story, leaving two of the nicest and by far the longest reviews I've ever received, and placing me on your Author Alert List. By the way, you mentioned disliking Airachnid, and I have now made it my goal in life to raise your opinion of her, if just a little. You have been warned…

 **Mmmmyum** : Having you place this story on your favorites list after only the first chapter was a truly delightful surprise. You also followed this story and I just want you to know that I appreciate it and hope for your continued support.)

"Ratchet," Optimus commed the medic, "prepare sickbay."

"Whoa, seriously?" Bulkhead asked, "Couldn't we just leave her here?"

"If we are to locate Arcee, then we must learn what took place here and Airachnid is the only one who can inform us." Optimus didn't mention what he had seen in Airachnid's magenta optics to the wrecker. She had appeared lost, if only for a second. However, with his theory of Megatron's interference confirmed the Prime was becoming increasingly worried about Arcee. A ground bridge opened and Optimus benevolently lifted the petite femme. She had fallen into stasis moments ago, and given her current status, that was very bad news.

The two mechs entered their base to find Ratchet even grumpier than usually. Optimus carefully placed the femme on a berth, and Ratchet approached with no less than six different pairs of stasis cuffs. He placed one around her ankles, her wrists, and the rest went to securing her spider appendages, before activating the berth's own imprisonment system. "Why don't you go clean up, Optimus?" Ratchet suggested, "I have everything under control here."

Optimus was only startled for a second by his friend's proposal before noticing he was covered in Airachnid's energon. She must have been leaking far worse than what he had assumed. As Optimus left, Ratchet scanned Airachnid. From the results he discerned that the stab wound on her midriff, Megatron's parting gift, hadn't destroyed anything vital although it had nicked her t-cog. So she won't be able to take her other forms when she kills us all, Ratchet thought, that's no heartbreak. He figured the damage to her t-cog was temporary, and refocused on the gash that was leaking profusely.

The medic wiped what he could away with a cloth, before applying a heat pad the her back and front. Once the heat pad had caused her energon flow to slow down and congeal, she had less of a chance of going offline from energon loss, and he could grudgingly begin to patch her up. Ratchet removed his wielding torch and began to none-too-gently seal her wound. After he was done, he checked her status. He had successes fully stabilized her, and now all they had to do was wait.

A few hours later, Airachnid's optic lids fluttered and she groaned though the pain was a distant memory. She opened her optics only to slam them shut again as a bright light blinded her. Airachnid knew she wasn't offline due to the pain now shooting through her helm. She had just been in the shadowy cavern so where was she now?

A stern voice shattered her thoughts, "Airachnid, what happened to Arcee?"

That was the Prime's _voice_. The femme forced her optics open to find herself in shackles with the scout, the wrecker, the medic, and the Prime surrounding her. No! This was not happening! This couldn't possibly be happening! Airachnid thrashed against her restraints and started screeching uncannily like Starscream. She had sworn so long ago that she would never be taken prisoner by the autobots again.

The image of a large, blue autobot mech appeared in her processor. Even though millions of years had passed since she had last seen him, time would never cause his features to fade. She would always remember his ice blue optics as he looked upon her broken form with disdain. His hard features as he glared down at her and she felt herself wilt under his gaze.

The mech faded from her thoughts as Ratchet took initiative and injected her with a sedative. It wasn't enough to cause her to go back into stasis, just enough to calm her. The medic was willing to try anything just to make her stop screaming. The effect of the sedative was instantaneous. Airachnid ceased her frantic jerking and her shriek died on her purple lips, though she still quivered slightly.

Optimus stepped closer to her, and Airachnid winced. He met her optics and once again felt a torrent of emotions within. Lost… Vulnerable… Broken… She would not appreciate it if he pried any further, so he stopped there. "Where is Arcee?" Optimus quietly tried again and his tone seemed to relax the femme as it would a wild animal.

Airachnid dropped her optics from the Prime's powerful gaze. "I don't know. If you didn't find her sparkless husk, then I would assume Megatron took her aboard the Nemesis. He'll try to get information from her, specifically the location of this base." At one time there would have been nothing that could have gotten her to talk, but her loyalty to the decepticon cause had long since died.

Optimus closed his optics. How could he have let this happen? He was suppose to protect his autobots especially from Megatron. Seconds passed in complete silence before he spoke, "Ratchet…"

The medic waved him off. He knew what the prime wanted and he was only too happy to comply. Ratchet walked over to the monitors and typed in a few commands to send Airachnid into a forced stasis. The femme was out in moments, and Ratchet removed the security restraints built into the berth.

Optimus proceeded to pick her up, and take her to the make shift holding cell. If… when they found Arcee she would most likely need to be rushed to the med bay. If she were to see Airachnid there… well… Optimus didn't think he would fast enough to stop her from putting a bolt through Airachnid's spark chamber.

Optimus slowly knelt to place the femme on the floor of the holding cell. She looked serene while in stasis, Optimus noted as he exited the cell and locked the door behind him. But there was also a great sadness about her. He wished that the war hadn't corrupted her as it had so many others…

A few hours later, Airachnid stirred. She was now in an unfamiliar room with no openings except for the door which she knew it was locked just by looking at it. Airachnid tried to stand but found the act rather impossible given the six stasis cuffs prohibiting her movement. The femme had to make do with pushing herself into a sitting position, so she could better study her restraints. They were the typical standard version, and she knew she could break out given the time.

A child's laughter emanated from her right, and Airachnid turned to find the self-proclaimed "watcher in the shadows" and ruler of the dream world. Airachnid groaned, "and here I thought I was finally awake."

"You are," Enigma snickered, "I'm just here to remind you of your responsibility."

Airachnid sighed, "and that would that be exactly? Last time I checked I abandoned all 'responsibilities' when I left the decepticons."

"To spite an enemy, and repay a debt."

"And that's not vague at all," Airachnid growled.

Enigma's eye seemed to take on a rouge hue. "You're a _smart_ 'con," she snarled, "I'm sure you can figure it out." Enigma's eye returned to it's natural golden color, and she shook her head as if to clear it. Airachnid had the strangest feeling that that hadn't been Enigma speaking. The wording and the flux in her voice had sounded incredibly familiar to the femme as well.

"You should probably leave now," Enigma smiled as though her emotions hadn't just reversed seconds ago. "You have about a minute before the autobots realize it's missing."

"Does it look like I-" Airachnid's optics landed on the shiny object in Enigma's hand. The key card to her cuffs! Airachnid frowned, "I suppose the price for receiving the key card is the 'spite an enemy, and rep-'"

"You don't have to, but it would be nice."

Enigma tossed her the key card which she awkwardly caught with her bound servos. Once she had removed all her restraints, Airachnid stood and allowed herself a few seconds to stretch her stiff joints. It would be only too easy to escape the autobot base now. Airachnid activated her t-cog to shift into her drill mode. Her extra legs twitched before settling down exactly as they had been. What in the worlds… She tried again with the same results, and Enigma started to giggle at her less than productive escape attempts.

"That medic must have deactivated my t-cog!"

Airachnid's exclamation caused Enigma's laughter to increase. "…Not quite…," the girl wheezed between giggle fits, "…your t-cog… was damaged… by Megatron…"

Airachnid hissed, but managed to control her temper. So breaking out of the autobot's base would be slightly more difficult than she had originally suspected. She still had other methods.

Airachnid stalked over to the nearest wall, before placing a digit in her mouth. The femme released her poison glands. With her now poison coated digit she drew the outline of a door onto the wall. The acidic substance ate through the metallic walls within seconds. Airachnid was certain that the autobots would have someone guarding the real door, so she figured it would just be safer to make her own. She turned back to Enigma, but the girl was already gone...


	4. Memories Returned

(I know that the proper terms are carrier, sire, and creators, but I find that these hold no emotional value whatsoever, so I will be using the terms mother, father, and parents in this story. Wildclaw is my OC and if anyone has any ideas for his vehicle mode besides 'jet' please let me know. Can you tell I know nothing about air crafts whatsoever?

Also I wish to thank **RoboDiamondDragon09** for another very nice review and **Dragonlver22** for following this story. It means the world to me:)

Airachnid shook her helm in confusion. How had that human child left without her notice? There was no time to ponder this, Airachnid decided. She needed to focus on finding a way out of the autobot's base. Now that Enigma wasn't here to laugh at her, Airachnid tried to shift forms again. This time she tried her beast mode and, much to her delight, her t-cog worked properly.

Airachnid quickly scaled the wall, as she wondered if her helicopter mode still functioned. She would probably discover that it didn't at some critical point when flying was her only option. Airachnid transferred herself to the hallway's ceiling. The bots would never see her coming from above, unless of course, she happened to run into the Prime. Airachnid shivered at the thought. There was no way she could possibly get away from him.

The femme rounded a corner to find… yet another hallway with no exit in sight. Airachnid grumbled to herself. All these corridors looked exactly the same to her, then again, the Nemesis wasn't much better. From the corner of her optic she spotted movement. Airachnid barely had time to flatten herself to the ceiling before the black and yellow scout appeared. He had his blasters out and was carefully searching for something.

Enigma had been right. Airachnid had barely been out of the cell for a minute before the autobots knew. Bumblebee made his way down the hallway, and Airachnid stayed motionless high above the unknowing 'bot. All he had to do was keep moving, the spider femme thought. She wouldn't bother him if he just continued on his way, because it would be far easier to get out of here if her presence stayed undetected.

Of course he just had to look up. Bumblebee began to blast at her with one gun, while contacting the others over his comm. "Found her," was all the scout had time to whir to the others before being hit with the spider's webs. Though the rest of him was pinned, Bumblebee managed to free his left arm to continue firing at her.

In a stroke of good fortune, Bumblebee hit one of her spider legs, and she fell from the ceiling. The ground came upon Airachnid too quickly and she landed on her back with a moan. The femme reacted on instinct and rolled to the right just before Bumblebee could put a bullet through her helm. Airachnid shot out another blast of webs and finally captured the resistant scout.

With the hunt over, Airachnid allowed herself a moment to look over her injures, even though she knew the blaster shots would have alerted the other autobots to her position. Her spider leg was only attached by a bit of wiring and dangled limply. Terrific. Even if she could take her helicopter mode, that rotor would never support her.

The spider femme stood and approached the bound scout. Bumblebee glared at her fiercely. "Do your worst. I don't fear you," he buzzed.

Airachnid's entire body went rigid and her optics widened as a long since forgotten memory overtook her…

 _Smoke and ash darkened the skies of cybertron as the city around them burned. The sounds of a battlefield could be heard in the distance, but all the high-ranking decepticons were here. They stood like silent sentinels as they watched their silver leader. The light from the surrounding fires gleamed across Megatron's muscular torso, and caused his features to take on a skull like appearance. The gladiator grinned cruelly and Airachnid's spark went cold. In that moment Airachnid recognized him for what he was. Death having taken a physical form._

 _Digits entwined with her own, and Airachnid glanced at her younger brother, Wildclaw. The green youngling was covered in soot and he shaking. Airachnid squeezed his servo within her own, as they stood slightly behind their parents. If Megatron's attention had been on her, Airachnid doubted she would have been able to stand much less glare back at him defiantly as the autobot youngling did before Megatron and his officers._

 _Megatron slammed a servo into the yellow and black 'bot and sent him flying. The youngling crashed to the ground and sparks flew as metal was scraped against metal._ _The warlord's disregard for life awoke within Wildclaw his innate sense of right and wrong. Airachnid realized that her brother was about to make the reckless and costly mistaken of running forwards to help the other youngling. The youthful femme pulled him into her embrace to not only restrain him but attempt to comfort him as well._

 _Wildclaw resisted for a few seconds, but gave up eventually. Instead, he clung to his sister as lubricants ran down his face plate. The siblings went unnoticed by the other decepticons who had optics only for Megatron and the autobot youngling. Wildclaw buried his face into Airachnid's throat, as the sounds of crunching metal and carnage continued. But the autobot youngling never screamed…_

 _Airachnid closed her optics. She couldn't watch this vile display anymore. Wildclaw was still sobbing soundlessly, and Airachnid felt a rising nausea. She had just decided to turn off her audio receptors when a voice penetrated her jumbled thoughts. Airachnid looked up in time to see the young autobot struggle to his knees and glowered at Megatron before speaking for the first time while in the decepticon's presences. "Do your worst. I don't fear you."_

 _Megatron lost it. In an act that had no other purpose than to inflict pain, the gladiator's blade shot from his right arm. Airachnid's optics were almost unable to follow Megatron's next movement due to the speed. She wouldn't have believed it, either,_

 _if not for the burst of energon that had erupted from the autobot's throat. The youngling collapsed at Megatron's pedes. Airachnid realized she had not been the only one to have witnessed this brutal action as her brother's optics never left the crumpled form of the other youngling._

 _The warlord didn't offer the crippled autobot a second glance as he turned to his officers and bellowed, "Return to your assigned duties!" He transformed into his sleek cybertronian jet and shot off into the burning sky as his followers scrambled to do as their leader demanded. Soon the only ones left were the siblings. Wildclaw tried to go over to the leaking autobot, but Airachnid stopped him once more. Whether it was to spare him the grisly details or prevent him from getting in trouble she wasn't sure._

 _Airachnid shook her helm at him. "Don't worry Wildclaw. I'll take care of him. Your absence will be noticed before mine will, so get going," she nudged him away. Wildclaw was instantly reassured. He knew his older sister would make everything better, so he turned to leave, but glanced back at her._

 _Wildclaw's optics had dried, but his voice trembled as he swore to Airachnid, "I will_ never _be a decepticon."_

 _He transformed into his jet mode, and Airachnid watched his receding silhouette before making a silent promise of her own deep within her spark, "I will_ never _let Megatron or any other hurt you…"_

 _Airachnid's thoughts returned to the wounded youngling, and she went to check on his condition. The young scout was leaking from multiple wounds, but the one on his throat was by far the worst. Airachnid was no medic, but she had watched a few at work. She quickly produced a strong silk-like spider web, before binding his wounds. This particular kind of webbing wasn't sticky so it wouldn't reopen the younglings injuries when it was removed._

 _With her nimble fingers she bound his wounds as tightly as she dared. Airachnid glanced up and her gaze met the young autobot's. She had been hoping he was unconscious. In the youngling's optics lay a question that he could no longer voice. Why?_

 _His question made her pause, but only for a moment. "Not all decepticons are like Megatron. We're not all sparkless killers."_

 _The scout tried to nod in understanding, but Airachnid stopped him so he wouldn't cause the gash in his throat to worsen._

 _Airachnid touched the scout's arm. She was searching for something, something that she knew all autobots carried in case of an emergency. Airachnid was not disappointed, as she found a small metallic device. She activated the autobot distress beacon, before glancing back at the youngling. His optics were now unfocused and glazed over._

 _Airachnid darted into the shadow of a crumbling building to wait. Not fifteen minutes had passed when she heard approaching autobots. From her vantage point, the spider femme could see an orange and white medic leading the group followed by a blue femme and a horned red mech. The medic was holding a datapad and the other two had their guns out._

 _"Careful, Ratchet," the blue femme cautioned, "This is most likely a trap."_

 _The only response the medic gave her was a grumpy hmpf. Then the medic's optics widened in horror as he beheld the youngling's mangled form. "By the All-Spark…," the medic muttered as he rushed to the little scout's side. Airachnid quietly slipped away and the autobots never noticed her presence. When she had told the young autobot that not all decepticons were evil, he had believed she had been referring to herself. She hadn't been…_

Back in the present time, Bumblebee was more than a little freaked out. He assumed Airachnid had been just about to rip his spark out when she had suddenly frozen. He hadn't seen any sign of her being hit by the Immobilizer, but he wasn't about to rule that option out. A few seconds passed and Airachnid regained all movement as she began to advance on the pinned scout once more.

A single claw like digit forced Bumblebee's chin up, and exposed his neck. He really hoped she wasn't about to bite him. He knew death by her poison would be particularly unpleasant. With a second digit Airachnid traced his scar. Why was she acting so creepy? he wondered _._ Well, creep _ier_.

"I see your injury mostly healed, little bug," Airachnid murmured.

Bumblebee's optics widened at her soft words and gentle touch, "Were you there?"

A smile played across the femme's lips. She wasn't all that surprised he didn't remember. He had been, after all, a little over half-dead and delirious. "Yes, I was," Airachnid whispered before placing a gag over the scout's mouth and racing down the hall. Bumblebee watched her until she rounded a corner and disappeared from view. He was now officially disturbed.


	5. Break Out

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Airachnid was now thoroughly embarrassed as she dashed through the base. She had lost the will to harm the young scout. That unwanted memory had made her go _soft_ , and it irked her to no end. For so long, Airachnid had constructed and maintained an impenetrable barrier between herself and her emotions. Then some distant memory resurfaces and everything came crashing down.

No, Airachnid thought, the memory wasn't what had initiated the collapse of her mental defense. It had all started when that human girl appeared in her dream. Airachnid rounded a corner and almost ran into the wrecker's back. He hadn't seen her yet, and with a few expertly fired spider web shots she had him tied up and unable to call out. Only after she had finished trapping him did she realize that the main exit was before her.

She walked up to the doorway that marked her freedom but couldn't seem to bring herself to leave. Instead she spied the monitors that control the ground bridge among other things across the room and went to investigate. Airachnid studied the console. Sure, it would take some doing and a bit of time, but it wasn't like the wrecker was going anywhere. Still, the Prime was unaccounted for, which was rather worrisome. Airachnid weighed her options, before hesitantly touching the control panel. She couldn't believe that she was about to attempt this.

The femme's agile fingers flew across the consol as she hacked the system. Airachnid changed the base frequency to a lower pitch, and began scanning for a certain signal in particular. There we go, Airachnid thought as she found what she was searching for and began to enter the proper coordinates. The femme was reaching for the ground bridge activation lever when a gunshot went off. The light blue blast passed only inches away from her optics, and Airachnid felt the heat on her faceplate as she recoiled.

"Airachnid. That was a warning. Surrender yourself."

Great. Just. Great. Now the Prime was here. And he had not only released the wrecker and scout, but also managed to sneak up on her as well. Airachnid hissed quietly at the threesome on the opposite side of the room. They had their weapons trained on her, but she refused to be captured now that she was so close to her objective. From his stance, she could tell that the Prime was still intending to immobilize her instead of termination, but she had some doubts about the other two. Airachnid lifted her servos in mock yielding, before firing a burst of webbing at them from the palm of her right one.

The Prime sliced through it easily, but that was all the distraction she needed. The femme leapt backwards in a graceful arc at the same moment that she shot a string of webbing that hit the ground bridge lever. Airachnid yanked on it and forced the lever up just in time for her momentum to carry her through the bridge.

From the other side of the ground bridge, Airachnid gave a final tug on the rope-like webbing and deactivated the bridge before the autobots could charge through. The length of webbing went limp in her servo as it was severed by the closing ground bridge, and Airachnid discarded the now useless piece. The autobots wouldn't be coming after her now. She had made sure of it when she had wiped the ground bridge's history of coordinates.

The area she had bridged herself to was a dry and rocky. It would have been completely unremarkable had there not been a cave entrance just a few feet away. Faint drilling could be heard from deep within, and Airachnid knew she had the right place. One of the decepticon's most plentiful energon mines. Still, Airachnid paused at the opening in the cliff side.

Her spark began to beat faster. The femme could remember every detail of being buried alive only yesterday. The rocks pouring endlessly from the ceiling. They beat against her frame. She couldn't move, could only watch on as the she was slowly swallowed by the darkness. It hadn't helped any that Megatron had stabbed her while she was trapped. She was just thankful that he had missed her spark chamber for which he had not doubt been aiming. Airachnid checked her internal clock, and discovered that there was only about ten minutes before the Nemesis came to pick up it's energon supply.

How was that possible? Airachnid knew she had arrived here with about three hours to spare. How long had she been staring into the shadowy abyss of the cave? Move, she commanded herself, Walk! Do _something!_ But her pistons were firmly locked into place. I've faced down some of the strongest decepticons, Airachnid scolded herself, Megatron, Soundwave, Dreadwing… Breakdown… She refused to allow herself to back down from this, but she couldn't release her pistons.

Clearly that wasn't enough motivation. What about Arcee? Airachnid's train of thought turned to her archenemy. The next time she saw Arcee… the look on the other femme's faceplate would be priceless. Slowly Airachnid overrode her body's momentary lockdown. The spider femme carefully placed one high heeled pede forwards as the shadows enveloped her.

Airachnid activated her night vision, and made her way towards the drilling. She transformed into her beast mode and climbed up to the cavern's ceiling so as not to be seen by the worker drones. The pick-up zone was not far away from her current position and the drones never looked up. Airachnid dropped from the ceiling and landed in the pick-up zone soundlessly. The femme crouched in the shadow of a pile of energon crates, and dimmed her fuchsia optics.

Airachnid, thankfully, didn't wait long in the cave. The Nemesis was right on schedule as always. The Nemesis lowered the lift, before beginning to retract it along with the energon, two vehicons, and a stowaway femme. They reached the loading bay and the vehicons began to move the energon to the storage room. Airachnid, in all her stealthy glory, found it a simple task to get past the worker drones, and no one was the wiser.

The spider femme crept through the shadows of the Nemesis, and for once actually appreciated the time she had served aboard the ship. Airachnid had memorized every inch of the Nemesis during her long aimless strolls through the corridors. She had had a _lot_ of free time thanks to Megatron never sending her on any missions.

Only once did the femme have to pause to avoid discovery. Knockout had stared directly into the shadows she was hiding, and she could have sworn he had seen her. But the vain medic's attention had strayed back to his finish, and with a shrug he continued on his way. Airachnid could have breathed a sigh of relief. She really didn't want to hurt Knockout oddly enough. Truth be told, the professional torturer hadn't had any thoughts of spilling other's energon since… that memory of Megatron ripping out the little bug's voice box returned.

If Airachnid hadn't refocused on the errand at servo, she might have walked right past her intended destination. The femme skillfully shot the security cameras out. What a shame, Airachnid thought. She really did want to wave into the camera and blow a little kiss to Soundwave, who had been no doubt watching. Oh well… maybe later.

The femme hacked the lock on the door, and forced it open. Inside Arcee hung suspended from stasis cuffs. The scene was so familiar, that the memory of when both Arcee and Tailgate had been her prisoners appeared in her processor. Suddenly Enigma's snarled words reverberated through her mind, "You're a _smart_ 'con. I'm sure you can figure it out."

Airachnid realized she had said almost the same thing to Arcee right before she murdered Tailgate.

At that moment, Arcee opened her optics to find the 'con she hated most in the worlds standing only a short distance away. Arcee renewed her struggle to escape, but her results were the same as the last few times she had tried. Instead, Arcee contented herself with glaring daggers at the other femme. "What do you want?" she sneered.

"'To spite an enemy, and repay a debt,'" Airachnid quoted.

Arcee stared at her blankly for a few moments before giving up, "… _what…?"_

"Confused? Good. Me too."

"So, how exactly do you plan on 'spiting' me?" Arcee asked though she didn't really want to know.

Much to Arcee's horror, Airachnid laughed. The dim lighting of the containment cell glinted off the spider femme's fang-like denta. "You misunderstood me," Airachnid grinned as one of her spider legs moved into a striking position. "You, my dear, are part of the 'repaying a debt' section." With those words, Airachnid cut her oldest rival free. "I would have gone offline if not for your friends fixing me up, and even though the wrecker and scout tried to end me I'm going to overlook those details."

As soon as the blue femme's cuffs were removed, she powered up a blaster and aimed for the other femme's helm. "What has gotten into you?" Arcee muttered, but didn't fire.

Airachnid shrugged innocently and started for the exit despite Arcee not lowering her weapon. "You wouldn't believe me if I told you," Airachnid called over her shoulder, "I suggest you follow me, unless you enjoy aimlessly wandering around in enemy territory."

Arcee jogged to catch up to her unlikely savoir, but never once put her gun away. "Try me," the blue femme replied.

"Alright then…," Airachnid paused. The spider femme knew exactly how Arcee would react, and she wanted to savor it. "I'm a double agent," Airachnid lied.

"Yeah right," Arcee scoffed. It irritated the autobot femme to no end that Airachnid was clearly having fun.

"My sparkmate is an autobot, and he asked me to," Airachnid tried again.

"That would be plausible, but there's one teeny-weeny little detail that throws it all off. You're _not_ bonded," Arcee smoothly answered.

Airachnid blinked slowly. "Were you researching me?" she asked, "I'm flattered."

Arcee mumbled something unintelligible, but it sounded like, "one should know their enemies, but there wasn't much on you…"

"Would you believe it was because of a human child?" Airachnid questioned.

Arcee rolled her optics, "You were right, I don't believe you. Fine, don't tell me. See if I care… That last attempt was by far the worst."

The two femmes continued on in silence. They passed a few vehicons that were on high alert. Soundwave must have informed the entire crew of the Nemesis of the enemy femmes aboard. The patrolling vehicons had their blasters out, but even on high alert they were laughably easy for the two ninja-like femmes to sneak past. The insecticons were another story…

Airachnid and Arcee crouched in the natural shadows of the Nemesis waiting for a lone insecticon to pass them by. Instead, he stopped directly in front of their hiding place. The insecticon tilted his huge helm from one side to the other, and the two femmes were both extremely thankful they didn't need to breathe. Any movement on their part could alert the insecticon to their presence.

The femmes sat with a stillness that no organic could ever hope to achieve, but the insecticon made no move to leave. Airachnid activated her controlling-insecticons-frequency. Pain raced through Airachnid's body as the pitch warbled. Something was seriously wrong with her frequency emitter, but Airachnid couldn't stop now. The insecticon had spotted them now, and it seemed torn between reporting them to it's superiors and submitting to the spider femme.

Airachnid turned up the volume, and the pressure behind her optics built. She needed to get rid of the insecticon now, because she defiantly couldn't do this much longer. "Continue on your way," the femme growled and the insecticon, albeit reluctantly, did so. Airachnid felt something within her snap, and the frequency fizzled out. Better hope I don't need to use _that_ again, Airachnid thought.

The two femmes unanimously decided that that neither one of them wanted to be around when the insecticon broke free of the spider's command. In relation their top priority changed from stealth to speed. The femmes raced through the halls of the Nemesis without any more problems. That is until Airachnid rounded a corner and ran into a certain silvery cybertronian for the second time in as many days.


	6. Changes

Supposedly people aren't able to read in dreams

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Arcee was able to skid to a halt before coming into the warlord's view as well.

Airachnid thought fast and made a sweeping motion with her servos, one behind her back and the other before her. The spider femme performed a mocking bow, but when she straightened she never released her arms from their current position. Instead, using the servo behind her back, Airachnid began to use hand signals she knew her companion would recognize. _Retreat, quickly, retreat._

"Lord Megatron," Airachnid greeted him with a wide smile. Though she had many upgrades, optics in the back of her helm were not one of them. The femme wasn't able to check if Arcee had heeded her advice or not, and she knew better than to glance her way. Despite her own opinions, she knew Megatron was no fool.

"Airachnid, back from the dead are you?" the gladiator growled as he unsheathed his blade. He had a talent for making that simple sentence sound more like 'I'm-going-to-disembowl-you-and-enjoy-doing-it.'

"I never expected to see you here, my lord," _because I went out of my way to avoid you_ , Airachnid added silently. "I presume it was Soundwave who alerted you to my presence?" Airachnid asked as if she needed another reason to murder the communications chief.

Amusement crossed Megatron's twisted features, "actually, it was Knockout."

In another part of the Nemesis, Arcee darted down another corridor. She had, literally, no idea what was going on anymore. This had to be a dream. Some disturbing hallucination caused by a concussion. Right now, Arcee thought, I'm probably laying on a berth in the med bay with Ratchet fussing over me. Her theory was brutally shattered when she came across a work station and was able to read the cybertronian language.

The blue femme was about to continue on her way, when a slightly risky idea came to her. Arcee started typing furiously on the consol and before long she was able to make contact with her team. She had never been so happy to hear Ratchet's grumpy voice on the other end. "This is Autobot Outpost Omega-1. State your designation and purpose for-."

"Arcee to base," she interrupted the medic, "I require an assist."

In the background, the femme could hear Bumblebee cheering, "Arcee's okay!"

"Of course she is," Bulkhead laughed in response.

"um, guy's," Arcee stopped the celebrations, "I _still_ need that assist."

"What are your coordinates?" Optimus asked calmly, but everyone could hear the relief in his voice.

"Good question…," Arcee replied as she quickly looked up the Nemesis's position on the consol. A ground bridge opened up a few moments later and Optimus, Bumblebee, and Bulkhead came through with their weapons out. Once they had deduced that there was no current threat, Bumblebee rushed forwards to tackle-hug Arcee.

When the young scout realized that the others were watching him with various amounts of mirth, he quickly released the femme and attempted to defend his actions, "You were just as worried about her as I was." Bumblebee turned to Arcee to prove his point, "Bulkhead kept breaking Ratchet's tools. Ratchet couldn't focus on his work and was in a foul mood. Well, worse than usual. Optimus wouldn't stop pacing…"

Arcee turned to her friends for confirmation. Bulkhead appeared embarrassed and suddenly found the wall to be very interesting. Optimus gave her a small smile.

"Guess the spider was right," Bulkhead quickly changed the subject, "you were on the Nemesis."

"Are we thinking of the same spider?" Arcee inquired, "Because up until a few minutes ago I would have given you a long-winded lecture worthy of Ratchet on why _that_ spider is _never_ right. Now, though… I'm just kind of disturbed."

"What is the cause of your alarm?" Optimus frowned directly before the wall that Bulkhead had previously been studying collapsed as Airachnid crashed straight through. Megatron appeared in the newly made door, and tossed a detached spider leg to the floor. It took the femme a few moments to register the pain, and once she did, she inwardly groaned. Why was it always _that_ one?

Unlike Airachnid, Megatron's only visible injury was a sizzling splash of acid on his left shoulder plate. Sadly, the spider femme had missed his face plate… Optimus shot Arcee a stern glance and the motorcycle femme took it to mean, 'don't murder Airachnid while I deal with Megatron.'

Optimus took a step forwards and Megatron's gaze locked onto the Prime. "Optimus," the gladiator greeted him, "have you come back to finish decoding the other iacon entries?"

"I would never willingly assist you in conquering this world or any other," The Prime replied evenly as his hands transformed into blades.

Megatron began firing his fusion cannon at his archenemy, but the Prime easily deflected the shots. "Autobots, fall back," he commanded his team.

Bumblebee and Bulkhead went through the ground bridge, but Arcee hesitated at the opening. A fierce debate went on in her processor. The blue femme turned her back on the ground bridge with a sigh. Stupid consience.

Megatron and Optimus were now grapling with each other and Arcee gave them a wide berth. The last thing she wanted was to get in Optimus's way. Neither of the titanic warriors noticed her as their whole attention was directed on the other.

Arcee made her way to where Airachnid was struggling. The spider femme was in the process of attempting to stand, but her body was rebelling. Her legs were shaking and she had to lean heavily on the wall behind her. Airachnid was cover in multipul gashes, clearly Megatron's handy work.

She tried to take a step, but pushed herself too far too fast. Arcee winced at the screech of tearing metal as the wound on the spider femme's stomach reopened and Airachnid fell to her knees. "Need a hand?"

Airachnid's optics widened in shock at Arcee's voice. When she saw the other femme holding her missing appendage Airachnid rolled her optics, a truly impressive feat given that she had no pupils. "Very funny, but not really."

Arcee passed over Airachnid's severed leg, "Can you walk?"

"'Can I stand?' is a better question," Airachnid huffed. The spider femme tried again and between Arcee's help and the support of her spider legs managed to shuffle forwards.

"I want you to know that this has been the strangest twentyfour hours of my life."

"And, yet, doesn't even register on the weirdness levels of my day," Airachnid answered.

"You wanna bet?" Arcee challenged

"Only if you enjoy losing to me," Airachnid snickered.

Megatron took his optics off Optimus to fire a fusion cannon blast at the femmes, but the Prime grabbed his wrist and twisted. The blast went wild and missed. Megatron growled ferally and, in response, Optimus bent the gladiator's arm farther back. It didn't hurt the warlord, but it did unbalance him for a moment. That was all the Prime needed. Optimus lifted a pede and slammed it into Megatron's chassiss.

Megatron stumbled away, giving Optimus time to usher the femmes through the ground bridge. The bridge closed behind the Prime, and Megatron roared his frustration for all to hear.

Back at the autobot base, Airachnid had taken a few steps in before sitting down Indian style where she stood. Her posture was rigid, and Arcee didn't think it was from her injuries. The spider femme folded her servos in her lap and clenching them to stop the shaking. She averted her gaze and tried to go unnoticed. It didn't work.

"Airachnid," Optimus addressed her from behind. A barely perceptible nod was the only indication that she had heard him. "Ratchet will need to look over your wounds."

The identical expressions of surprise on the femme and medic's face plates were almost comical. Ratchet recovered first, " _what?"_

"Please attend to Airachnid's damage, old friend." Optimus steadied Ratchet's hand when he reached for the multipul pairs of stasis cuffs. "Not this time."

"Really?" Airachnid seemed to have found her voice, "If memory serves me right last time you used six sets."

"Only six?" Arcee snorted, "I never would have used less than ten."

"They also activated the berth's restraints," Airachnid replied hotly.

"That went without say," the blue femme smirked.

Optimus decided it would prove benefical to the world if he intervened, "Last time you were not a guest."

"I must be dreaming," Airachnid murmured. She chanced looking Optimus in the optics and in doing so realized that he knew everything that had happened. Whether by guessing or some mystical Prime power, she would never know. Airachnid broke optic contact first.

Ratchet approached warily and scanned the spider femme. "That's not necessary," Airachnid grumbled, "I'm fine."

Ratchet scared them all by laughing a single short bark. "You're leaking from a multitude of gashes, lost a spider limb, dislocated your shoulder plating, one of your little golden horns is crushed, and you broke your ankle. How you were able to stand is a mystery when you are anything _but_ fine."

"He's right, you look horrible," Arcee felt the need to add.

"And here I was about to thank you," Airachnid sighed dramatically, "Never mind then."

Ratchet led Airachnid into the med bay and Arcee's optics trailed them the entire way. Optimus saw the femme frowning slightly and invited her to walk with him. The two 'bots took the elevator to the base roof, and sat in silence as they watched the sun set. Their legs dangled over the edge and Optimus waited for Arcee to speak. Eventually, she did.

"Did you see her?"

"In what aspect are you referring?" Optimus gently asked.

"The damage she received from Megatron… That could have been me, if Megatron had started the 'interigation' before… before…," Arcee's voice was hoarse.

"I, by no way mean to make light of what she did, but with every battle that we fight there is always the chance that it could be you, me, or any of the others that are in her place." A small, sad smile crossed Optimus's face plate as he glanced back at Cliffjumper's grave. "We must never allow the fear of what could have happened to interfere with living our own lives."

"What do you think of her sudden change of spark?" Arcee questioned.

"I would like to hear what you have to say before I share my own opinions."

"I don't know what to think. A little over twentyfour hours ago she was her usual self and trying to offline me. Now… I can't even recognize her anymore… It's like she's a completely different bot…" Arcee murmured quietly.

Optimus lifted his helm to watch the silvery full moon rise in the darkening sky. A beacon shinning high above for all. "Recently, I have seen a fragile light within her spark that was never there before. Perhaps it is not a different person you see, but one that was silenced long ago and has finally allowed someone to take a glimpse beneath the mask. That someone is you, Arcee, and you will play a key roll in whether Airachnid flies or falls. You are the only one who can fix something that has long since been broken."

"She's not the only one wearing a mask. Whenever she's around… I become all cocky attitude and snaky comments. I don't know if I'm ready to forgive her just yet, but for our sake, mine, the autobots', … and hers…, I will try."


	7. Misunderstanding

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"And I can leave? Just like that?" Airachnid inquired incredulously.

"You are a guest here. You may leave whenever you wish and remain as long as you want," Optimus stressed as Airachnid tried to stand up from the berth she had previously been sitting on.

"Yip, yip, yip," Ratchet intervened, "You are unfit to go off on your own. If you reopen that tear on your stomach again, you risk damaging your t-cog even more. And I won't be welding it shut for a third time."

Airachnid put a bit too much weight on her broken ankle and the only thing that stopped her from face planting was Optimus lending her a steadying servo. The slight narrowing of her optics was the only indication that she was in pain. Airachnid heaved herself back onto the berth. She caught Ratchet's optics with her own and noticed that the medic looked rather disappointed that Optimus had caught her.

"How long, _Doctor_?" Airachnid couldn't stop the slight growling undertone from entering her voice, nor did she have any desire to.

Ratchet met her glare for glare. "Allow me a moment and I can open a ground bridge for you directly into the nearest smelting pit."

Optimus inwardly sighed at their antics, before placing a servo on his friend's shoulder plate. "Rest a day and you should be fine as long as you stay away from strenuous activities like transforming or _fighting Megatron,"_ the medic groused.

"You mean being _trounced by Megatron_ ," Airachnid corrected sullenly, "And that's not a problem because I never want to do that again."

Ratchet turned to leave the med bay and Optimus followed him out. Neither one saw the tiny smile on the Prime's lip components as he dimmed the lighting for the spider femme. It had come to his attention that she disliked the bright lights. "Ratchet," Optimus murmured, "Inform the other autobots that they should, temporarily, not bring their human companions to the base."

"Obviously," the medic muttered.

Airachnid lay back on the berth and stared at the ceiling, but didn't really see it. She knew the Prime had been trying to be quiet, but he had severely underestimated her hearing. The spider femme didn't blame him for being cautious with the humans. Especially Jack. It was only logical.

Airachnid knew that she would have no better opportunity to leave without the autobots knowing, but she was so tired. Physically and mentally. Before she even realized it she had sunk into a restless slumber…

A few hours later, the final bell rang releasing the students from school. Jack exited the large building with Miko and Raf. The threesome parted ways as they neared their own respective guardians, and Jack rushed to his beloved motorcycle. "Arcee!" the sixteen year old exclaimed, "You're alright!" He hadn't seen her seen her since her mysterious disappearance, and Bulkhead had had to drive him to school. Jack put on his helmet and Arcee left the parking lot.

"I was gone less than twenty-four hours," Arcee downplayed it, but he could practically hear her smile.

"We were left with no information on where to even begin going about rescuing you. Is it true that the autobots were able to capture Airachnid directly after you went MIA?"

"It's true," Arcee confirmed," they lost her shortly after and, in relation, there's been a change of schedule due to circustances. You won't be going to the base for a bit. I will be taking you straight home since you don't have work today," Arcee replied.

"Is there another scraplet outbreak, becau-?"

"Airachnid is currently residing there as a 'guest'," Arcee told him hollowly.

"WHAT?" Jack was so shocked he almost fell off the motorcycle. He would have too if Arcee hadn't adjusted her positioning to catch him.

"She's not allowed to go anywhere near humans including you and June," Arcee tried to reassure him, but she sounded strained even to her own audios. They both knew all too well that Airachnid did as she pleased.

"If that monster is in Jasper, then please take me to the hospital," Jack requested, "Mom is not leaving my sight until she's gone."

Arcee obliged him and proceeded to tell him of her outlandish escape form the Nemesis…

"So you're the new autobot recruit," a female voice spoke directly into Airachnid's audio receptor.

The spider femme jerked awake, panicked that someone had managed to sneak up on her. On inspection, Airachnid found a slightly familiar Japanese teenager standing on the medical berth. And here she had originally suspected the voice belonged to Enigma.

Airachnid brought her face plate close to the girl. "Aren't you the wrecker's pe- partner?" she corrected herself.

The girl grinned at the spider bot, showing no fear whatsoever. Her mannerisms did remind Airachnid of Enigma, but she also got the sense that this human girl wouldn't run away from anything.

"You got that right, and the name's Miko."

"I presume that the autobots don't know you are here. What's to stop me from crushing you?"

"Oh, nothing much, just that Optimus is one room over. It's true that none of the bots know I'm here, 'cause I snuck through the ground bridge. Think you can kill me before I scream and alert him?" Miko smirked.

"Hiding bodies is my specialty." Airachnid activated her thermal detection upgrade. While cybertronians weren't quite as warm as humans, she was still able to find their heat signatures. Prime was, indeed, in the main room of the base. From his stance, Airachnid determined that he was working at the monitors.

The human female broke the spider femme from her thoughts when she spoke. "You talk a good game, but you won't hurt me. Not when you clearly want to get into the autobot's good graces and maybe even join Team Prime."

"What makes you think for even a moment that I want anything to do with the autobots?" Airachnid practically spit out. She was having a serious debate whether scraping this obnoxious human was worth risking the Prime's wrath.

Miko gave her a knowing look, "Bulkhead told me all about how you saved Arcee, before he left on patrol. So you can drop the bad guy act."

Airachnid blanched at the teenager's words. Is that how her actions had been interpreted? She didn't even know what had compelled her to do it.

"Ya know," Miko continued completely unfazed by the femme's sudden silence, "There are only two girls on Team Prime, me and Arcee. Helicopter Mom doesn't count. And as much as I love Bulkhead, we need more girl power."

Airachnid's next words were drowned out by the opening of a ground bridge. Bulkhead walked through and his optics immediately landed on Miko, standing beside Airachnid.

"GET AWAY FROM HER!" the wrecker roared. It was unclear to the two females which one of them he had yelled at, but neither got the chance to ponder it. Bulkhead's servo changed into his mace and he charged.

Airachnid barely had time to launch herself of the berth, before Bulkhead's mace left a sizable dent in the metal. She was _really_ glad that hadn't been her frame. The wrecker used his free servo to scoop the human girl off the berth, and shoved her behind him where she would be less of a target for the deranged spider femme. Miko started to scream, but her words didn't register in either of their audios.

Bulkhead swung for Airachnid again, but she anticipated his strike. The spider femme gracefully leapt over his weapon, but she had miscalculated the landing and most of her weight ended up on her broken ankle. A wail erupted from her voice box as her leg went out from under her, and the brace, courtesy of the medic, threatened to snap. It clearly hadn't been built with the intention of holding up through battles.

Airachnid fell to her knees, as her vision dimmed at the edges. Her ankle was _never_ going to heal at this rate. Losing to Megatron was one thing, but to the wrecker… she now had a new all-time low. The spider femme braced herself for the wrecker's mace, but it never came. Instead a shadow crossed in front of her and stopped.

Airachnid glanced up to find the Prime standing over her. Why were Primes so stealthy? She chanced looking him in the optics, and immediately regretted it. The Prime's face plate was emotionless, but his optics… The look in his optics was of resiginition, as if he knew he should have expected this to happen. The spider femme would have preferred out right disappointment.

"Perhaps it is time for you to leave," the Prime rumbled. He said it as a casual suggestion, but it was clearly anything except that as his optics seemed to harden.

Unbelievable! But, then again, she should have known this would happen. She had done nothing wrong, not really, and she laughed a cold, harsh sound that hurt their audios. Optimus tensed and Bulkhead took a defensive stance. Rage boiled up within her, the likes of which she hadn't felt in eons. They were no different than him. The mech who had destroyed her life along with so many others. She wanted to rip something apart, preferable them.

It was only too easy to slip the mask back on. She had been wearing it so long, it had become a part of her. When you're weakest, that is when you must act the strongest, Airachnid thought. That had been her way for centuries, and now was no exception. Airachnid activated her spider legs and stood. Her ankle. Her poor ankle. Pain was still flooding the length of her leg, and she really hoped she hadn't permanently damaged it.

Still laughing quietly, Airachnid smirked and hid her anguish behind the façade. "I'd like nothing more," she purred and revealed her sharp denta.

"Ratchet, prepare a ground bridge," Optimus commanded and the medic was only too happy to comply.

The human girl called out again, but was ignored. Airachnid stormed through the open portal, murderous thoughts churning in her processor. The spider femme didn't bother asking where she was headed. She didn't particularly care if she was deposted directly into a smelting pit.

(I tried to give Jack and Miko a little time in this chapter. If anyone has any ideas on how I can incorporate Raf, I would love to know 'cause I got nothing)


	8. Illusions

(This chapter is really short. Sorry)

To the guest who reviewed: Thank you and always. Airachnid is my favorite.

 **Timetheif1** : I'm grateful that you followed this story. Thanks.

 **RoboDiamondDragon09** : Reading your reviews is always a pleasure. Thank you for your constant support:)

A couple of weeks passed and the autobots were having an all time low energon supply emergency. They had been avoiding using guns in favor of blades, but their energon stores were still being depleted rapidly. The monitors where Ratchet was working gave off a little pinging noise, as a bit of energon was located. From the information given, the medic could tell that it wasn't a large deposit, but any energon would be greatly appreciated.

"Bumblebee," Ratchet called the scout over, "You have an assignment…"

A ground bridge appeared and Bumblebee drove through only to be assaulted by trees and undergrowth. After a few moments of getting his windshield smacked by an assortment of hanging vines and branches not to mention the incredibly bumpy ride due to driving over tree roots, the scout decide to venture forth on pede.

Walking was only slightly better than driving. The trees grew so close together in this forest that Bumblebee was unable to see the sky, and it seemed to stretch on endlessly in all directions. It was rather disorientating. The young scout checked the data pad, before continuing on in the direction that showed the energon signal. He never saw the pit until it was too late…

Bee fell about thirty feet before hitting the ground. He lay there dazed for a few moments before doing a systems check. The scout had received no injuries aside from a few dents, but his optics still blurred a little when he sat upright too quickly.

He realized he was in a cavern, and the cavern was full of energon. He double checked his optics just to make sure they were functioning properly.

Airachnid entered the cave and immediately realized that she wasn't alone. She prepared herself to attack, but instead the mech she found nearly gave her a spark attack. His frame was a dark green and he was muscular, but not bulky. His namesake, his long digits that could rival Starscream's in sharpness, were resting on an energon crystal.

He couldn't… _That_ couldn't be him… He was… deceased… Airachnid must have unconsciously made a sound as the mech spun on his pedes with his blasters out, and her optics landed on his emblem. The _autobot's_ icon. Her vision cleared and the apparition of her brother vanished. In his place stood the autobot scout. Wow. She had now officially lost her processor and fried her last logic circuit.

The scout seemed surprised to see her, and when she made no aggressive movements he carefully lowered his blasters. "um, were you using this deposit?" the scout asked Airachnid politely. He liked his spark intact, thanks.

"No," Airachnid mumbled, "Take as much as you need." The spider femme was still flustered by her mistake as she turned to leave.

"Airachnid, wait. Please," the scout buzzed.

Airachnid halted but didn't face him. He saw the spider femme shift her weight in favor of the ankle she had broken, and the brace was gone. "What is it that you want?" Her words came out harsher than Airachnid had intended, and Bumblebee flinched.

"I… was wondering if you would tell me about when it happened?" the scout whirred as he lightly touched his throat. Now that he had gotten the words out and Airachnid hadn't fled, Bumblebee felt confident enough to continue. "Ever since you told me you were there, my nightmares have started up again, but for the first time you've been in them."

"I'm going to take that as a compliment." Silence filled the cave before she spoke again. "How much do you remember?" Airachnid asked, but her voice was barely audible. Bee could tell that she was uncomfortable with this topic as her stance stiffened.

"Not much, honestly." the scout buzzed, "and what I do remember has been warped by the nightmares. In my dreams sometimes you're a bystander, at other times you're my torturer, and once… you were my savior. But I'm not sure which are real anymore."

"Well, that last option doesn't sound like me at all," Airachnid laughed as she feigned nonchalance. "I think you'll find the other two much more probable."

"I suppose…" Bee trailed off. She hadn't confirmed or denied anything, and he got the sense that if he pressed her for answers, she would run.

"you know, Miko was furious," Bumblebee changed to subject.

Airachnid wasn't sure what compelled her to look back and respond. It wasn't as if she cared. "The human girl? About what?"

"Bulkhead and Optimus's reactions. In her opinion overreactions."

"And what was your outlook on the matter?" Airachnid asked with a tone that suggested indifference, but her slight frown told Bumblebee otherwise.

"Since you didn't hurt her, I think you deserve the benefit of the doubt," Bumbleebee beeped evenly.

Airachnid shook her helm, "How naïve." But the scout thought she looked a little happier. At least she wasn't scowling anymore.

"After Optimus verified that no harm had come to Miko, he regretted snapping at you… Bulkhead… not so much," Bumblebee admitted.

Airachnid was silent for a moment before speaking, "Do you have a point, little bug?"

"Even though I wasn't there when it happened, on the behalf of Team Prime, I want to apologize to you."

"You, nor the wrecker, nor the Prime have nothing to apologize for. Their response was only logical," Airachnid stated blandly.

"You've obviously been hanging out with Shockwave too much," Bee laughed, "That doesn't justify their actions, and I know for a fact that Optimus feels horrible. "

"If that's all you have to say then I'll be taking my leave," Airachnid stated. Before Bumblebee could respond she had disappeared into the shadows of the cave.

The scout sighed. That could have gone better, but it hadn't gone as bad as he had imagined so that was something.

Bee commed Ratchet and reported that he had found the energon deposit, and would need assistance in harvesting it.

Unbeknownst to the scout, Airachnid hadn't left the cave. Instead, the spider femme continued to watch the young mech as she lost herself in her thoughts. His aura, she decided eventually. At spark Bumblebee was a gentle and compassionate mech, and though he had fought and killed in this war, he still retained the innocence of youth. That was what had reminded Airachnid of her beloved brother.


	9. Should Have Been Me

(This chapter starts in the episode 'Toxicity'. If I don't out right change something, then just assume it stays the same)

 **RoboDiamondDragon09** : Your review was appreciated I thank you for your constant support of this story:)

Bulkhead checked the data pad for what felt like the millionth time. The relic's signal was originating from nearby and the wrecker continued trekking through the volcanic area. Soot stuck uncomfortably to the bottom of his pedes. Why was he the one who got this mission?

The wrecker reached to top of a hill to find his least favorite spider femme holding the relic pod. Bulkhead activated his mace and was about to yell at her to surrender the relic, but he was too late.

Airachnid, seemingly unaware of his presence, loosened the capsule lid enough to peer beneath. Almost immediately she slammed the cover back on and hurled it as far away from her as she possible could… Directly towards Bulkhead.

The wrecker caught the relic pod, but the force from her throw pushed him back a step. Bulkhead mentally blamed it on the slick ash covered ground, but it was still a pretty impressive lob. For a bot of her size, of course.

Bulkhead's gaze returned to the spider femme, and he realized almost immediately something was seriously wrong. Airachnid's plating which had been her usual glossy black just moments before had taken on a grayish hue that matched quite nicely with the soot from the volcano. Airachnid pressed a servo to her closed spark chamber.

The wrecker wouldn't have been surprised if she had keeled over from a spark attack from the look on her face plate. He wouldn't have been all that upset either. "What's in it?" Bulkhead asked her as he held the pod at optic level, but he was rather unwilling to open the thing after the effect it had on Airachnid.

If Airachnid was surprised to see him, she didn't let it show. The spider femme opened her mouth, but whether it was to reply or give him a scathing remark he would never know because the only sound her voice box produced was a little squeak. Airachnid's optics widened in horror at the undignified noise she made, and slapped her servos over her mouth, clearly wishing to stuff the sound back in.

Bulkhead would have laughed aloud if he hadn't been one hundred percent sure that she would murder him for it. As it was he couldn't stop the smirk from crossing his face plate.

"Tox-EN," Airachnid growled once she had found her voice.

Bulkhead's optics drifted back to the capsule and his reaction was no less dramatic than her own. The wrecker thrust the pod away from himself to keep at arms length. Why did it have to by tox-EN? The only thing he hated more was scraplets.

Bulkhead remembered that tox-EN effected each bot at a different rate. The smaller the bot, the faster it worked it's poison into their mainstream. He should have known as soon as he saw Airachnid's condition. The wrecker was now really glad that he had received this assignment instead of Arcee. When it came to tox-EN the only ones who had it worse than femmes were minicons.

Bulkhead commed base, but found that Optimus was now absent on his own mission. Agent Fowler had taken over now that he had recovered his sanity. The wrecker was actually relieved to hear that the human had recovered. They conversed about the dangers of tox-EN before Bulkhead confirmed that he needed get rid of it.

Bulkhead glanced at the volcano and turned to start the long trek there when Airachnid's voice stopped him, "Where do you think you're going?"

Bulkhead gestured with his servo, "It's the only place where the tox-EN can be destroyed."

"Give it to me."

Bulkhead blinked. One second she was throwing it away and the next she was demanding to have it back.

Airachnid rolled her optics when he didn't move. "Give it to me," she repeated, "I can fly it up there and drop it in."

This time Bulkhead did laugh. "You're in no state to fly, and if you tried you'd faceplant."

Airachnid glared, but didn't argue.

"If you really want to great rid of the tox-EN, then why don't you just use your acidic-poison thingie?" Bulkhead inquired.

Airachnid shook her helm. "If that were possible, I would have already used my 'acidic-poison thingie'. I can melt a mech down so that you won't find a single scrape of his alloy, but his pool of energon will remain."

Bulkhead grimaced at her lovely use of imagery, "Isn't that convenient."

Airachnid hissed, but Bulkhead paid her no mind. In her current weakened state, she wasn't a threat.

Bulkhead continued on towards the volcano. Behind him, Airachnid closed her optics. The spider femme then proceeded to swivel her helm in a clockwise motion before reversing. "You shouldn't head in that direction," she interrupted his progress.

The wrecker shot her a questioning look. "There's an insecticon squadron coming from the West. They are tracking the beacon on the capsule," Airachnid explained. "I should be able to lead them away if you give me the pod."

"Who are you and what have you done with Airachnid?" Bulkhead asked, "You're _never_ helpful unless you have ulterior motives."

Airachnid laughed, "My ulterior motive is to see to it that Megatron never gets his servos on tox-EN or we're all as good as offline."

Bulkhead reached within the container and removed the tox-EN. The potency of the chunk was astounding, and Bulkhead fought down a near overwhelming nausea. He tossed the empty case to Airachnid and she was gone in an instant, but he could have sworn she mumbled something that sounded suspiciously like, "Be careful, wrecker." Bulkhead figured his audio receptors had glitched.

Airachnid ran across the barren landscape and vaulted over obstacles. The spider femme kept her pedesteps near silent as she clutched the pod far tighter than necessary. The howls of oncoming insecticons had her picking up speed. Airachnid's ankle had recently recovered from being broken, but it was still tender. She alternated to her spider legs to give it a break.

Suddenly an insecticon lunged at her from her right. He swung a huge, clawed servo in her direction that could easily cleave her in two… if she let it, that is. Airachnid dove beneath the insecticon's attack, and placed her free servo on his chassis. The spider femme allowed his momentum to do most of the work and added only a little force of her own to flip the beast over her shoulder plating. He landed on his helm hard and lay there dazed for a moment.

That was all the time Airachnid needed. She activated her frequency emitter, but it sounded strange even to her own audios. The pitch was lower and smoother. The autobot medic hadn't been able to do anything for it, during her brief stay at their base. It had had to heal on it's own and clearly her self-repair system hadn't fixed it properly.

The desired effect the frequency had on the insecticon failed spectacularly as the tone caused him to go into a murderous rage. Airachnid immediately powered off her emitter as the insecticon lunged for her in a mindless fury. Airachnid didn't hesitate to bring a single spider leg back and slash the blade through his spark chamber. The insecticon collapsed at her pedes with one last bellow as his optics went dark.

Airachnid stared at the lifeless corpse for a moment with her spider leg still dripping energon. She held no remorse in her spark for him, in fact Airachnid realized with only a bit of alarm, she could feel nothing at all. The spider femme had just turned away from the fallen warrior, when five insecticons soared over her.

One by one they shifted in midair and dropped to the ground in a formation meant to block her escape routes. A heavily scarred insecticon stepped forwards. "Give me the relic, assassin, and we shall spare your miserable life," he demanded as he held out his servo.

Oh, Primus, no! Why did it have to be Hardshell? He didn't liked her on good days and on bad… he _really_ didn't like her. This wasn't going to end well. Airachnid widened her optics and pursed her lips, innocence incarnated. "What?" she drawled, "this?" With her free servo Airachnid made the universal gesture for 'come and get it.'

The insecticons that she had her back to struck first. _So_ predictable. The one on her left lashed out with his mandibles and tried to forcefully remove her helm. Airachnid shot a blast of webbing at him and managed to pin one of his pedes to the earth. The insecticon tripped and Airachnid leapt over his form. She took no small amount of satisfaction in stepping on his helm.

The spider femme figured that would hold him while she dealt with the others. Airachnid ducked and wove between three insecticons as they assaulted her from different angles, but they never quite made contact. Too easy, Airachnid smirked until she really thought about it. This _was_ too easy. If her insecticon scout had fought this poorly against Megatron, he would have been scraped in a nanosecond.

It occurred to her that she had lost track of Hardshell only a moment before he slammed his immensity into her from behind. The force lifted her off her pedes, but as soon as she touched down she dropped into a roll. Airachnid swiftly rose to her pedes, but the motion sent the pain receptors in the back of her helm off. Airachnid winced and her vision darkened at the edges. He must have hit her harder than she thought.

Hardshell took initiative of her slight distraction to ensnare her. The insecticon struck out and wrapped his digits around the back of her neck, and easily hefted her off the ground. The spider femme squirmed in his grasp, but couldn't break his hold. The more she moved, the darker her vision became. Airachnid couldn't even strike him with her spider legs because of the angle that he held her at. She was flexible, but not _that_ flexible.

Airachnid stopped struggling. If she couldn't reach them, then she would let them come to her. A moment later one of the insecticons approached to take the pod from her. Fool. Airachnid whipped her helm around and sank her denta in to his servo. The insecticon wailed as Airachnid severed two digits with her powerful jaws.

The insecticon reeled back and the spider femme could practically see her venom rushing through his circuits. Hardshell growled before using his free servo to grab the pod himself. He twisted the capsule and forced the spider femme to release or risk having her arm snap off. Airachnid hissed. It was definitely time to excuse herself and make her exit.

While in Hardshell's grasp Airachnid shifted modes. She was rather pleased with the deep gorges that her drill form left in his servo before he dropped her. She hit the ground and had burrowed twenty feet before the insecticons were able to react. The tunnel was to narrow for them to fallow and they couldn't get a clear shot at her. In relative safety, Airachnid finally allowed herself to sink into unconsciousness. The last thing she heard before oblivion overtook her were the shrieks of irate insecticons having discovered the capsule to be empty…

Airachnid was aroused by the pounding in her processor. Though she was now fully awake, the spider femme kept her optics shut tightly and tried to will the pain to leave. It didn't work.

Airachnid checked her internal clock to discover that she had been out a little less than an hour. Whether the wrecker had succeeded or not would have been determined, she didn't particularly feel like waiting around for the insecticons to return and drop a piece of tox-EN down this pit.

The spider femme effortlessly scaled the walls of the burrow, but paused before the opening and activated her thermal scanners. No life forms, organic or otherwise. At least, she thought so. The lava flows were messing with the upgrade.

Airachnid scurried from the hole, and began a quick paced jog. She needed to confirm that the tox-EN had been destroyed. She encountered little difficulty in climbing the volcano other than her own injuries acting up. Airachnid did find multiple insecticon corpses that were killed by the wrecker, tox-EN, and one by her poison.

The spider femme reached the summit to find a heavily injured autobot. There was sign of Hardshell or the tox-EN

"Well, I'm mildly surprised to see that you're still standing,"

Bulkhead spun on his heel strut with as much grace as he could manage, which is to say none, and lifted his mace. She had dried energon around and on her lip components and he got a distressing feeling that it wasn't hers.

Airachnid laughed and pushed the weary wrecker's weapon aside with ease. "Not quite as trusting as your scout friend." The spider femme abruptly dropped the playful act and her voice lowered, "Did you?"

Bulkhead didn't need her to elaborate. "It's gone," he confirmed. A tension seemed to be released within the spider femme, but the wrecker still kept a wary optic on her as he called for a ground bridge.

From the corner of his optic, Bulkhead saw movement. "GET DOWN," the wrecker yelled as he instinctively shoved Airachnid to the ground, admittedly, a little harder than necessary. The problem? Airachnid didn't hit the ground. The spider femme was, instead, thrust through the ground bridge that opened conveniently at that moment. Scrap.

Bulkhead turned to rush through the bridge to stop Airachnid from harming Agent Fowler and Raf, when a blazing bolt of pain blasted into his back. It propelled him through the ground bridge, and he knew no more.

Airachnid through out her arms to catch herself, and sparks flew as she skidded to a stop. She realized the medic and humans staring at her with incredulously before the wrecker sailed through the ground bridge and landed on her.

Airachnid heard the medic yelling but his words didn't register in her audios as panic took over. She couldn't _move!_ The wrecker's weight was too great! Airachnid's vision blurred and Bulkhead's paint turned a few shades darker. His frame seemed to shrink as his digits grew in length. And sharpness. A wail erupted from Airachnid's voice box as the memory swept her away.

 _"SISTER, GET DOWN," Airachnid spun away from their parents just in time to see Wildclaw slam into her. They fell to the ground together, as four blaster bolts pierced his body. One through his helm. Three through his chassis. Wildclaw's optics flashed once, filled with pain, before going dark. Permanently. His vibrant paint dulled as all tension was released from his body._

 _The sounds of the firefight between her parents and the autobots- the autobots who had taken him from her- raged above, but she couldn't hear it. She couldn't hear anything, could see nothing except for her brother's limp corpse laying across her. With care, Airachnid wriggled out from beneath him, and brushed a digit against his cheek._

 _His body had already cooled_ _to a temperature far colder than the metallic ground of Cybertron. Abandoning all pretense, Airachnid scooped his body into her arms and cupped his face in one of her servos. Her world began to collapse around her, and she didn't try to prevent it. She didn't care. Airachnid tilted her helm back as ice flooded her spark and shattered it. And she screamed._


	10. Why?

**RoboDiamondDragon09** : your review was greatly appreciated as always. :)

Airachnid dragged herself out from under the wrecker, and just in time too. The medic had just activated his defibrillators and didn't particularly care if the shock traveled through Bulkhead's frame and into hers. While it wouldn't hurt per se, it definitely wouldn't feel good.

The spider femme moved a little ways off so as not to be in the desperate medic's way. Her optics never left the wrecker's still form. Not long ago Airachnid would have been thrilled to see the autobot so close to death, but now… Wildclaw's death played over and over in her processor, and she had to fight to keep it from taking her under again. As it was Airachnid couldn't stop her vision from causing Bulkhead's form from flickering back and forth between his and her brother's.

She couldn't stop the soft moan from escaping her voice box. Suddenly the ground bridge reopened and Arcee and Bumblebee drove through. They barely had time to swerve to avoid colliding with the wrecker's body. The human girl, Miko's, screams harmonized with Airachnid's own from so long ago. The spider femme couldn't take it. She ran.

A few hours later Ratchet had managed to stabilize Bulkhead's condition, but the wrecker still hadn't stirred. Miko was inconsolable, and refused to leave his side. Currently she was sitting on his chassis with her face tucked into her knees as sobs wracked her small frame.

A crashing sound resonated from deep within the base, and causing Arcee and Ratchet to wince. Miko didn't acknowledge it. As the demolition continued, and the medic's irritation increased, Arcee decided that it would be in everyone's best interest to find and stop the destruction. But, honestly, the femme felt like breaking something herself.

Arcee wandered the halls searching for the source of the racket. She came to the sparing room and heard the commotion coming from within. The motorcycle femme eased the door open and found Airachnid currently in the process of beating the stuffing out of a Starscream training dummy. A pile of mutilated Megatron and Soundwave dummies lay in the corner of the room. Airachnid hadn't touched the ones that resembled herself, Arcee noted with a smirk.

Arcee wasn't all that startled to find Airachnid in the base, having seen her earlier when she'd come through the bridge. The femme was surprised, however, when her rival didn't seem to hear her approach. Arcee stopped a few feet away from the other femme when she realized something was off.

Airachnid's optics were wide open, but unfocused as she mauled the Starscream mannequin. Her lips were constantly contorting and Arcee could just barely make out the words her words. "Should have been me. My fault. Should have been me. My fault."

Arcee blinked slowly. This was unnerving, even for Airachnid. Arcee called out the black and purple femme's name. No reaction. Arcee wasn't sure what made her lash out with her servo and catch Airachnid's wrist. Airachnid's self defense kicked into overdrive. She swiftly made a circling motion and broke Arcee's hold before kneeing her in the stomach and sinking into a defensive crouch.

Arcee was about to pull out her blasters when Airachnid straightened. "Oh. It's just you."

"What do you mean _just_ me?" Arcee asked somewhat offended.

"For a second, I actually thought you were a threat," Airachnid teased. It didn't escape Arcee's notice that Airachnid glanced at her azure paintjob and her optics hardened.

"It's not like you ever defeated me," Arcee scoffed as she faked offense. It was easier this way, the motorcycle femme decided. Bantering back and forth over unimportant matters, and pretending everything was fine. Perhaps one day it would be, but for now Arcee's spark withered just by looking at Tailgate's murderer. But she maintained her façade.

"And you've never beaten me, either," Airachnid countered.

"Only because you always flee," Arcee grumbled.

"Prove it," the spider femme challenged. "Spare with me."

Arcee hesitated for a moment, but the chance to make Airachnid eat her words and inflict a little pain was just too tempting. "I accept."

A few hours later both femmes were bruised and battered, but were highly enjoying themselves. It was an unspoken agreement that blasters were prohibited. The battle brought out their grace as they clashed. But at other times, they tumbled across the floor grappling with each other. Once, Airachnid even hurled a Megatron training dummy at her.

By now though, Arcee was worn out. Airachnid was a seasoned and skilled warrior. Arcee could tell that her own attacks were weakening. Airachnid, sensing victory was imminent, cockily stepped into Arcee's strike zone. The spider femme realized her error as soon as Arcee smiled. Before she could move, Arcee dropped low and swept out her leg to kick Airachnid on the back of the ankle twice. The first unbalanced her, and the second knocked her to the ground.

Airachnid tried to stand, but after a moment of struggling gave up. She was simply too tired. Arcee appeared in her field of vision. "Looks like I win," the motorcycle femme crowed.

"I'd like to see you try to take me after you've been exposed to tox-EN," Airachnid groused from her position on the floor.

"Excuses, Excuses. You were the one who challenged me," Arcee reminded her. She was in a decidedly better mood after her victory, and was feeling less animosity towards the other femme. Ever the good sport, Arcee offered Airachnid a servo, and pulled her to her pedes.

"How's the wrecker faring?" Airachnid asked quietly.

"He's stabilized, but still comatose," Arcee answered only slightly louder.

Arcee thought she saw a flicker of relief in Airachnid's optics before the femme turned her helm away and avoided Arcee's gaze. The spider femme's lips moved to form a single word, but her voice box produced no sound.

"You're going to have to speak up. I don't read lips," Arcee said with a roll of her optics.

"Why?" Airachnid forced out eventually.

"Why what? I'm not a processor reader. Be more specific."

"Why did the wrecker pause to push me out of the way when Hardshell attacked him?" Airachnid choked out.

Arcee shook her helm in amusement. "That's just the way Bulkhead is. He's always thinking of others' wellbeing before his own."

Airachnid closed her optics. He had been far luckier than her brother. There had been no time to save Wildclaw. It had happened too quickly. Besides, there had been no decepticon medics in the area. Just herself, her parents, and the autobots… Airachnid's optics flew open to prevent the memory from flooding her processor.

Airachnid realized that Arcee was staring at her like she was crazy. The motorcycle femme wasn't all that far off in her assumption.

Arcee broke the silence first, "You look dead on your pedes. While the base isn't large, we do have some extra rooms." Arcee made a follow-me gesture before leaving the training room. The femme's pedesteps were the only sounds between the two.

Arcee paused outside an unused room. Airachnid entered, but Arcee stayed in the doorway. It wasn't big by any means. Airachnid turned back to the two-wheeler as the corners of her lip components tilted up. "Thank you, Arcee… For everything."


	11. The Events Long Since Past

(My apologizes for the wait. I've been overwhelmed with garbage aka homework. Updates may become infrequent, but I will never give up on this story.

Thank you to the guest who reviewed.

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This chapter begins in the episode 'Out of the Past' after Arcee and Miko's heart-to-heart.)

Airachnid was stirred from recharge by an unfamiliar mech's voice. A _very_ loud, _very_ obnoxious mech's voice. Airachnid checked her internal clock and groaned. She had only been recharging a couple of hours before this disruption.

Airachnid exited her room to find a mech with his back to her. His frame was mostly white and he had a grenade at his hip and two twin katanas. The mystery mech was speaking with Arcee, who looked exhausted. Airachnid doubted that the femme had gotten any recharge since their sparring match earlier that day. The mech said something about Miko scraping Hardshell… Wait, what? Airachnid did a double take.

As soon as Arcee's optics landed on her, the motorcycle femme stiffened before using the same subtle hand gestures Airachnid had when confronted with Megatron. _Retreat. Quickly. Retreat._

Airachnid blinked slowly. She didn't know what to make of Arcee's message, but she knew better than to question the other femme's judgment. Airachnid was about to return to her room, but, unfortunately, she was not the only one to take notice of Arcee's movements.

The white mech turned to discover who Arcee was not-so discreetly signaling. Airachnid wasn't sure what made her freeze under the stranger's scrutiny, and his gaze went directly to her emblem.

"Deceptiscum," the mech snarled as his battle mask automatically fit into place.

Before Arcee could intervene, the mech had drawn his katanas and charged. His first swipe Airachnid deflected with her arm plating. He swung his second katana and the spider femme dropped to the floor only to realize her folly. The new mech lashed out with his pede and kicked her in the throat. Airachnid reeled back and slammed into the wall.

The spider femme was vaguely aware of the mech standing over her with his katanas prepared to strike, but could focus on nothing but the pain as it raced through her entire frame. Her neck throbbed incessantly and she was incredibly surprised he hadn't snapped her spinal strut.

Airachnid's vision hazed over and she could barely make out Arcee forcefully dragging the mech away from her prone form. The two-wheeler appeared to be yelling at the mech, not that Airachnid could actually hear them. The blow had sent her systems into shock, meaning her audio receptors weren't online at moment.

Slowly her functions came back to her just in time for Airachnid to hear the tail end of Arcee reprimanding the mech before turning to her. The mech stormed off down the hall, clearly not apologetic in the least that he had nearly offlined her.

Arcee approached and asked, "you okay?"

Airachnid opened her mouth to retort, but no sound was produced. A few minutes passed with no small amount of panic on Airachnid's part, before her vocals decided to start working again. "Do I look _okay_ to you?" Airachnid croaked

Arcee's willpower valiantly lasted a few moments before she couldn't take it. The femme burst out laughing. "You sound like Starscream!"

Airachnid growled, but with her hoarse voice it sounded more like purring, and caused Arcee to sink further in her hysteria. Airachnid shook her helm helplessly as a small smile flitted across her lip components. Though she would deny it to the Chaos Bringer himself, she genuinely enjoyed hearing Arcee laugh.

Airachnid left Arcee to wander the halls of the base. She adamantly refused to return to her room as the white mech would take that as weakness. That she were cowering from him. Besides, there was something she needed to look into…

Airachnid found the human girl, Miko, sitting at the edge of the roof of the base. Miko having heard her pedesteps addressed her, "I really appreciate you trying to cheer me up with your story earlier, Arcee, but I still want a little down time, ya know, alone."

"You'll have to tell her that yourself. I'm afraid I don't take messages." Airachnid was pleasantly surprised to find her voice had only a slight rasp.

Miko whirled around in time to see Airachnid lower herself into a sitting position beside her. The human girl's expression of total shock was priceless and Airachnid chortled softly. "I heard a rumor that you offlined Hardshell," Airachnid casually brought up. "Is it true?"

Miko looked away and kept her features blank, "yeah."

"How did it feel?" Airachnid persisted.

Miko was silent for a few moments before speaking again, "It felt great to kill the bot that hurt Bulkhead and Wheeljack."

"Be careful not to confuse justice and revenge," Airachnid murmured. Now she sounded like the Prime. Terrific.

Miko glared at her, "Like you _never_ have."

"Yes," the spider femme confirmed honestly.

"Oh right," Miko responded with an eye roll, "I forgot that you didn't need a reason to murder someone."

"You're not inaccurate, but not fully correct, either. I never got my revenge," Airachnid said, and Miko thought she picked up a little wistful nostalgia in the femme's tone.

"Who?" Miko asked simply.

"My brother's killer," Airachnid stated numbly.

Miko's eyes widened, "I… didn't realize you had a brother."

"Not many did."

"… What would you do if you saw the killer again?" Miko asked curiously.

Airachnid was startled by the question, but she didn't let it show as she thought about it. "I'm… not certain. Not long ago I would have given anything to slaughter him, but now… I would just prefer to never lay optics on him again."

Miko was quiet for a moment before requesting, "tell me about him."

"What?" Airachnid questioned not expecting the girl's response. The spider femme mentally decided that she should come to anticipate surprises while in this human's presence.

"Not a sad memory," Miko continued, "I'm just not in the mood for that kind a thing."

Airachnid watched Miko for a second before turning her gaze to the sky. "We were born decepticons, as out parents were some of Megatron's most loyal followers. But in my brother, Wildclaw's, spark… he was an autobot to his very core." Airachnid's optics slid shut as a certain memory in particular and the spider femme began to narrate the events from so many millennia ago…

 _Slowly, Airachnid was roused from recharge by her shoulder plating being jostled gently. "Wake up, sleeping beauty, it's time to rise and shine," came her brother's teasing tone from off to her left._

 _"Liar," Airachnid grumbled as she checked her internal clock, "It's four am. In what universe is that a good time to awaken?" Airachnid rolled over on her berth hoping that he would go away so she could keep recharging. No such luck._

 _"In the universe of 'it's my sixteen thousandths creation day,'" Wildclaw replied smugly._

 _"That's no excuse to wake me up at this Primus forsaken time," Airachnid whined, but knew it was a losing battle as she forced her systems online. "You know, if you take the first 'r' out of 'brother' it becomes 'bother'," the spider femme quipped._

 _But not even his sister's sarcasm could dampen Wildclaw's mood today. He was practically jumping from pede to pede in excitement. He was still so young, she reminded herself. She should have made her promise to him have a later date. Airachnid stretched before dragging herself off her berth almost mournfully._

 _"Let's just get this over with," the spider femme muttered and Wildclaw almost shrieked with jubilation before Airachnid shushed him. Stealth was of the utmost importance._

 _The siblings crept through the deserted halls of the decepticon base with minimal difficulty. All the sane decepticons were still in recharge…_

 _They slipped out of the decepticon base unaware that they were being followed. Wildclaw transformed into his alternate mode with Airachnid not far behind and they began their trip._

 _Airachnid kept a steady flight pace unlike Wildclaw who could no longer contain his elation. The youthful mech twirled through Cybertron's skies as though he owned them, before doubling back to his sister's not quite as agile vehicle form._

 _"Are we there, yet?" Wildclaw asked impatiently not five minutes into the journey._

 _"No," Airachnid mumbled barely audible over their humming engines. This seemed to satisfy her brother. At least for that moment._

 _Not much later, Wildclaw started doing his tricks again, everything from barrel rolls to loops. He then had the brilliant and only slightly suicidal idea to see how long it would take his dear sister to snap if he flew circles around her. Wildclaw soon discovered that it wasn't long at all._

 _"Will you PLEASE STOP THAT!" Airachnid knew that it was her temper talking, but she couldn't help it. Lack of recharge made her cranky._

 _Wildclaw just laughed at her response. He needed a healthy dose of fear in her opinion. "Then go faster, slow poke."_

 _Airachnid hissed lightly under her breath, but did pick up speed. It was too early for this…_

 _Thirty minutes later, Wildclaw was working on Airachnid's last nerve and she was beginning to get a processor ach when they arrived. At the autobot outpost. Just as she'd promised him not long after watching the autobot scout lose his voice at Megatron's blade. For his sixteen millionth creation day, Airachnid had tracked down a secret autobot base for him. So he could join them._

 _They carefully hide their decepticon symbols before landing and approaching the fortress on pede. As they neared the booming voice of a sentinel, "Halt."_

 _The siblings froze as commanded and waited as four mechs exited the compound. "State your designations and your business here."_

 _"I am Airachnid," she stated as she took a step forwards and their attention focused on her. "This is my brother, Wildclaw. He wishes to be a new autobot recruit."_

 _"I'll be the judge of whether he's worthy or not," a harsh voice came from the entrance of the autobot base. The blue mech who had spoken was only a few feet shorter than Megatron himself and his shoulder plating rose higher than his helm. An autobot commander. "Have you any training or experience, soldier?"_

 _Wildclaw straightened into perfect poise, his face plate emotionless as he snapped to attention. "sir, yes, sir. I have experience in stealth, scouting, armed combat, and servo-to-servo combat."_

 _"You seem quite knowledgeable for a rookie," the autobot commander's cold optics gleamed, "who taught you?"_

 _"My sister," Wildclaw answered almost immediately._

 _"And who taught her?" the commander inquired._

 _"Our parents," Airachnid responded cautiously making sure to not give out their identities. She knew better than to mention that their parents were Megatron's most feared assassins._

 _The commander's gaze rested on her as he sent her a hostile glare. "If I had been speaking to you, femme, I would have addressed you. Do not speak out of turn again." His servos clenched in a silent promise of violence as if she were just another one of his soldiers that he needed to whip into shape. Actually… that wasn't completely accurate. Airachnid could see it in his cold optics that she was lower than a soldier in his opinion. He knew she could fight, but wasn't joining the autobot cause. Both siblings could tell he believed her a coward._

 _Airachnid bristled at the insult, but held her glossa. She would not ruin this for her brother, Wildclaw, however, held no such qualms._

 _"My sister introduced herself only moments before. I'm sure your processor isn't so faulty as to have already forgotten her name." His tone was calm and detached, the only indication that Wildclaw was angry was the slight narrowing of his optics and the stiffness of how he held himself. In his sixteen thousand years, there had been only one other time that Airachnid had seen him this furious. When Megatron tortured the autobot scout…_

 _It warmed the spider femme's spark that Wildclaw's loyalty belonged to her and her alone. Still, she refused to be the reason her brother wasn't able to join the autobot ranks. "Wildclaw," Airachnid hissed about to reprimand him but he continued._

 _"For the longest time, I saw this war in black and white. The autobots were the heroes and the decepticons were the villains," Wildclaw shook his helm, his voice thick with emotion, "But I can see the look in your optics. The look of a strategist willing to sacrifice innocents to further your own interests. The look of a mech who's stepped onto many killing fields and slaughtering everyone. The look of Megatron. If you're an autobot, a high ranking officer at that, what makes the autobots any different from the decepticons."_

 _"Learn your place, soldier," the autobot commander snarled, but the rest of his words were drowned out by the hum of the engines of two stealth crafts. Airachnid glanced up in time to watch as her parents transformed mid-flight and gracefully dropped, as all Pit broke loose._

Miko looked up at her expectantly, "Then what happened?"

"That… is a story for another time."

Miko was about to pester her for more information when she saw Airachnid's optics flash with pain. For the first time in her life, Miko did the smart, sane thing and didn't bother the incredibly dangerous spider femme. They sat in silence for a few moments, neither trusting her voice. Then Miko stood and turned to leave, but paused. The girl lightly touched the femme's arm plating. "Thank you for telling me your story."

Airachnid inclined her helm to the human girl, "Thank you for listening." Miko soon vanished down the elevator and back into the base, leaving Airachnid alone with her thoughts. How had such a day that was meant to be so wonderful turn out so horribly? Buried deep within her spark, Airachnid knew the answer to the unspoken question. It had been her fault.


	12. Choices

(This chapter starts in the episode 'Regeneration'

 **JustinTheSpider** : I completely agree.

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 **RoboDiamondDragon** : Your continued support means the world to me.)

"Hey Arcee, think fast!" Airachnid barely gave the motorcycle femme any warning before launching a small package at her.

Arcee annoyingly effortless as always snatched the parcel from midair and sent a dubious glance the spider femme's way. "If this is a bomb, you won't live to regret it," Arcee threatened with a serious tone, but the corners of her lips tilted upwards.

"Do I look like Dreadwing to you?" Airachnid rolled her optics, but gestured for Arcee to continue. "It's a lot worse than an explosive."

The blue femme's gaze returned to the tiny but heavy box and proceeded to cautiously open it. Arcee stared first at Airachnid then into the package before returning her gaze to the other femme. "Am I missing something or have you finally lost it? Why did you just throw a brick at my helm?"

"Because I had an irresistible and inexplicable urge to. And, by the way, it's beneath the brick," Airachnid laughed at Arcee's baffled expression.

Arcee removed the brick from the box, tossed it over her shoulder plating, and refused to wince at the unique sound of equipment breaking. The motorcycle femme pulled out a tiny slip of paper with Cybertronian glyphs scrawled across in swirling feminine handwriting.

Before Arcee could even begin to read it Optimus alerted her over her comm, "Arcee, report and be ready for combat."

Arcee sighed audible, "I wonder who's causing the ruckus this time? Megatron,… Starscream,… Soundwave?"

"If it were Soundwave you wouldn't have found out about it until it was too late," Airachnid grumbled and Arcee could detect a note of bitterness in her tone.

"Personal experience?" the motorcycle femme inquired as she dropped the scrape of paper off at her room.

"No," Airachnid denied a bit too quickly in Arcee's opinion. The spider femme's body language betrayed her as well as her digits flexed in anticipation at getting her servos around his slender neck.

"Whatever you say…" Arcee drawled with a laugh.

Airachnid took a playful swing at her and Arcee dodged away before turning and dashing down the hall with the spider femme in pursuit. Arcee jerked to a halt when they finally entered the main room only to have Airachnid twist gracefully so that she ended up in front of Arcee even though she had entered after her.

"Drama queen," Arcee huffed under her breath just loud enough for the other femme to hear her.

Airachnid didn't respond, but couldn't stop herself from grinning. Arcee approached the other autobots who had already assembled, but the spider femme hung back at the entrance. While she had built a small and precarious friendship with Arcee the same was not to be said about the other autobots. And Bumblebee was the only one she felt she could truly let her guard down around.

"Dreadwing has contacted us and wishes to meet," Optimus informed Arcee. "Prepare to roll out."

The autobots transformed and disappeared through the open ground bridge. Airachnid felt the medic glance her way before asking gruffly, "Do you plan on joining them?"

"It's Dreadwing they're meeting," Airachnid stated as though that should make her decision obvious. Ratchet scowled at the hint of condescendence in her voice before she continued, "I didn't leave the decepticons on the friendliest of terms with him."

Still there was an open ground bridge right in front of her and she had decided a while back that she was going to leave… Ratchet turned back to the consol and the spider femme easily slipped past him and through the vortex.

On the other side Airachnid landed in a crouch. The terrain was rocky and mist lay thick in the air. Unnoticed by either autobots or Dreadwing, Airachnid made to sneak off when their conversation reached her audios. Dreadwing was defecting from the decepticons? How very interesting.

The Prime offered the seeker a place in the autobot ranks and was once again refused. The hatred that laced Dreadwing's voice was thick, but to what it was directed towards Airachnid was unsure. Still, it caused her to glance back in his direction. Dreadwing's optics were hard with malice and his jaw was set in a hostile grimace. She knew that look. She had worn it herself many times. The appearance of one who had nothing left to live for and fully expected to lose their life in an attempt for revenge. It was so familiar, Airachnid stumbled back a pace.

Motion caught the Airachnid's attention as the Prime picked up the Forge of Solus Prime. The autobots shuffled through the ground bridge unknowing that a certain spider bot would not be waiting for them back at base. The bridge closed and with it all her ties to the autobots were severed.

Airachnid crept up a ledge so she could watch Dreadwing from above. Always take the high ground, especially if her would-be-executor got any ideas. For a moment the seeker continued to stare at the space the Prime had stood.

"You're not planning on leaving without saying 'hello' are you?" Airachnid crooned from behind him, "such a gentlemech."

Dreadwing spun on his heel strut upon hearing her voice and pulled both his sword and blaster out. The seeker trained them on Airachnid, who was now sitting cross legged on a ledge just out of his reach, but didn't strike. Just as she had anticipated.

"I heard a rumor that you wouldn't harm an unarmed femme. Is that true?" Airachnid asked sweetly.

"Anyone who has ever seen you fight would know that you are a weapon," Dreadwing sneered, "consider yourself lucky that my orders for your termination are longer viable." While the spider femme hadn't interacted all that much with the seeker, she had known how much he hated her before this. The mech who valued loyalty and honor above all else and the femme who had none. The irony was not lost on her.

"All right, I will," she said lightly, "So what happened to you? Does it have something to do with your defect from the decepticons?" The earth and stone beneath the spider femme was a comfort as it was her only chance for escape in case Dreadwing changed his mind and tried to offline her. There was no way she could out fly him.

"That is none of your concern," he snarled and Airachnid thought he looked just a tad murderous.

"Oh I think it is. After all, you still plan on going back to them. Why?" Airachnid questioned as if she didn't already know.

"Revenge," the seeker snapped. He didn't particularly care if she knew or not.

"I'm sure you are aware of my history with Arcee? In a single moment, I destroyed her life when I snuffed Tailgate's spark. And, yet, somehow Arcee is trying to find it in her to forgive me."

"You no not of what you speak," Dreadwing scoffed. "It was my brother Starscream let the autobots slaughter, before raising him from the dead! Not a mere friend." His grief was over encompassing from loss and Megatron's betrayal.

Airachnid paused and her optics widened in surprise and she pursed her lips. "Well that changes everything. If you had just told me it was Starscream's fault, then I wouldn't have had to make a fool of myself with channeling the Prime." Pushing herself to her pedes, the spider femme leapt off the ridge and landed elegantly not far from the seeker. Airachnid straightened and Dreadwing trained his weapons on her once more.

"Come on. Lead the way."

Dreadwing stared at her for a few seconds uncomprehendingly and unconsciously lowered his blade and blaster marginally. "What?"

Airachnid gave a short bark of laughter at his befuddled expression, "If you're going to be taking vengeance on my least favorite seeker then I'll be joining you."

Dreadwing didn't deem her worthy of a response and instead, abruptly, transformed taking off. The seeker shot through the sky, leaving Airachnid far behind. Still, he knew better than to underestimate the spider bot, and spent the next hour weaving an intricate trail that he was sure would through her off course. Eventually, he returned to the Nemesis quite pleased with his success. He hadn't seen any sign of being followed.

"What took you so long?"

Dreadwing jerked to a halt at the sound of her voice. Airachnid emerged from a shadowy corner and leaned causally against the wall. By way of answer to the seeker's astonishment, "I traced your trajectory and the Nemesis wasn't far behind." Before Dreadwing could recoil Airachnid reached up and patted him on the cheek, "Better luck next time," as she sauntering down the passage.

The seeker had an irrational desire to slam his head into the wall. Instead, he followed after the spider femme into the depths of the Nemesis.

Airachnid had a plan for finding Starscream: walk around the the decepticon warship until they stumbled upon him by sheer chance. Admittedly it wasn't one of her better ideas, but, statistically speaking, they had to find him eventually... unless they came across Megatron first...

Dreadwing watched as a barely perceptible shiver ran through Airachnid's frame. He didn't allow himself to give it much thought as they past the med bay... and an all too familiar screechy voice could be heard coming from within. The words were indiscernible, but both Dreadwing and Airachnid stiffened upon hearing it.

Without a moment's hesitation, Dreadwing barged into the room. Starscream and Knockout, the only bots in the room, froze, their full attention on him. Airachnid easily slipped into the room without their knowledge and hid in the shadows of the natural darkness of the Nemesis. She would remain a bystander unless a certain traitorous seeker tried to flee, then... well... Airachnid prepared to fire a blast of webbing just in case. It was, to her surprise, not Starscream who ran.

Knockout carefully shifted around Dreadwing's hulking frame before racing down the hall much to Starscream's distress. The seekers exchanged a few words as Dreadwing drew his sword. Starscream begged as Dreadwing advanced. The smaller seeker tripped and landed on the ground and continued to scuttle away on all fours. Oh, yes, she was going to enjoy this.

And then the decepticon warlord just had to ruin everything. Megatron commanded Dreadwing to stand down and the seeker refused. It didn't take a rocket scientist to infer what was about to happen as Megatron powered up his fusion cannon. Airachnid had had no intention of running into the tyrant any time soon, but it was fine. Airachnid was nothing if not adaptable.

"Lord Megatron, we really must stop meeting like this," Airachnid said sweetly as she stepped into view.

Megatron's optics widened a fraction at her sudden appearance as he released his blade from his right arm. "Don't worry. This will be the last time, I assure you."


	13. I Owe You My Life

(I _really_ should be studying for my algebra two final tomorrow... Anyway, I apologize for the wait and I hope you enjoy this extremely late chapter.

 **darklord71** : Thank you for the favorite on this story.

To the **guest** who reviewed: I never intended this story for romance nor do I plan on adding it. You may be all means think of it that way, however.

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Megatron charged and Airachnid immediately switched to her beast mode. The spider femme scaled the walls for height advantage, but soon realized that Megatron was tall enough that he could still reach her when on the ceiling. Megatron's attack hit a light and sparks rained down on all of them. Dreadwing and Starscream were completely forgotten as the gladiator focused on Airachnid. The femme had eluded him three times. There would not be a fourth.

Airachnid nearly had a spark attack when Arcee's voice crackled over her personal comm line. "I got your little gift that was, apparently, not a bomb. Where are you?"

The spider femme had forgotten about the slip of paper that she had given Arcee with her contact information on. Still, there was no way she going to tell Arcee that. "I was expecting to hear from you hours ago. Oh and I'm on the Nemesis."

"Firstly, I didn't have your comm channel a few hours ago. Secondly, WHAT ARE YOU DOING ON THE NEMESIS?"

She winced at Arcee's loudness and narrowly avoided Megatron's blade. "Hey Arcee, this really isn't a good time. I'll call you back later." Airachnid ended the call just as the other femme began to protest.

She dropped from the ceiling to deliver a palm strike to Megatron's lower back. It forced him to take a half step forwards, but otherwise was woefully noneffective. Suddenly, Airachnid was distracted by the appearance of a certain crimson medic. Their optics locked and Knockout's narrowed with deep loathing. It cut her to her spark, and she wasn't sure when she'd begun to care.

The decepticon leader thrust a servo back and before Airachnid could dodge wrapped it around one of her horns. With a flick of his wrist, Megatron brutally slammed her helm into the wall.

Airachnid's optics were abruptly offlined and she was plunged into darkness. The spider femme was vaguely aware of Megatron releasing his grasp and she crumpled to the floor. Agony pulsed through her processor rhythmically, and she curled in on herself as organic spiders do in death.

Metal crashing against metal screeched directly over her and Airachnid flinched away. Pedesteps pounded around her as two large mechs brawled. The spider femme stilled. She

had no desire to be stepped on or trip the one... Dreadwing, it had to be Dreadwing who had stopped Megatron from slaying her where she lay.

Airachnid heard something skid across the ground and a servo grabbed her own. The spider femme's first instinct was to lash out at whoever it was, but Dreadwing's strong voice pierced through her pain addled processor, "We need to leave now!" He roughly jerked her to her pedes and proceeded to drag her out the nearest exit.

Megatron snarled and Airachnid realized he was powering up his fusion cannon a second before he fired. With her servo that was not completely enveloped in Dreadwing's own, she blindly shot a blast of webbing. An iconic high pitched shriek followed soon after. Airachnid had definitely not hit Megatron... So Starscream was still alive. Dreadwing hadn't taken his revenge.

Before she could put much thought into it, Dreadwing dragged her around a corner and Megatron's blast barely missed them.

Dreadwing could feel Airachnid's digits digging into and piercing the circuits in his palm. Energon began leaking from his servo and threatened to cause Airachnid to slip from his grasp, but the seeker refused to loosen his grip on her. The spider femme, in her current state, would not be able to keep pace with him if he released her. As it was, Airachnid was lagging. She stumbled after him in a weaving, wobbly gait with no rhythm to speak of.

Dreadwing entertained the thought of carrying her for an entire second before deciding against it. She would certainly react violently, and he liked having his helm attached to his neck. Megatron would have alerted all decepticons to kill them on sight. The seeker would prefer a noble death at his master's blade than an accidental one at Airachnid's due to him trying to lend assistance and her taking it the wrong way.

Dreadwing yanked Airachnid forward once more as she slowed. By now, Megatron would be leading the pack of exterminators closing in on them, and the sightless Airachnid would be a liability. Still, he wouldn't just leave her behind to the decepticons. It would have gone against everything he stood for. And he wasn't wholly ungrateful to her presence...

Airachnid was disorientated from the many winding corridors Dreadwing had lead them down. As it was she had the strangest sensation as though she was weightlessly adrift in a void. The illusion was painfully shattered as the first gust of wind hit her and brought her back to reality. They had exited the Nemesis.

Dreadwing came to a sudden standstill and the spider femme would have crashed into his broad back had the seeker not taken a step to plant himself between her and... whatever else was there. Though her processor was in a foggy haze it occurred to her to check her

thermal detector. What she found there was astonishing.

An entire battalion of Cybertronian life forces stood between them and their escape. Vehicons. "Did you really think getting off my vesicle would be that easy?" Airachnid hadn't noticed the warlord's much larger and warmer energy signature until he spoke. Funny how the Prime's temperatures regulated colder than average... The errant and totally worthless thought lodged itself in her dysfunctional processor and refused to budge. All of Airachnid's joints locked simultaneously as a tremor racked her body.

Directly before Dreadwing had been sent to assassinate her he had done a little research on her to learn of her fighting style and different skills. But Megatron had been the one to warn him of her skittishness and self preservation instincts. Airachnid's actions back in the med bay had surprised him to say the least. He would make sure she survived to pay back the debt. A debt he doubted she was even aware of.

The seeker removed his hold on Airachnid's servo, and heard her intake as her only connection was severed. Placing a servo on her upper back he shoved her towards the edge of the Nemesis. If she just got off the ship, then she would have a chance to escape. Airachnid teetered a few steps and her servos ghosted across the door way they had just exited from. She latched on to it and used it to support herself in Dreadwing's sudden absence.

"What are you doing?" Airachnid hissed irritable just loud enough for the seeker to hear, and Dreadwing thought he detected a hint of alarm in her voice. "Are you really so determined to die?" She activated her spider legs and felt around for solid ground only to find that she was less than a foot away from falling. Too close for comfort.

"There is nothing left for me in this world." It would be an honorable death and one that Dreadwing would welcome with open arms.

Airachnid sensed his intentions a moment before the seeker could challenge Megatron to a duel. The spider femme's reaction was to blast him from behind with webbing. Keeping hold of her strands, Airachnid took a step back and allowed gravity to pull them both over the side of the Nemesis.

"OPEN FIRE," Airachnid faintly heard Megatron roar as the wind rushed through her audios, and she released her hold on Dreadwing. She felt the heat of many blaster bolts pass her by, but none hit her. Vehicons had such poor aim. The spider femme knew by the quiet whirring that Dreadwing had taken his alt mode, but she didn't bother.

The seeker watched as the spider femme did nothing to try to break her fall. "What is the matter? Transform!" he yelled over the howling wind.

"Kind of pointless when my stabilizer is down," Airachnid replied shockingly calmly, "I could be falling up for all I can tell."

Dreadwing silently cursed himself for not realizing when she had been unable to stand on her own or her swaying steps. The ground came closer with each second, Dreadwing dove and managed to position himself beneath her. Airachnid winced as her back plating scraped against his, and the seeker detected traces of spilt energon. The femme barely weighed a thing, but made flying no less awkward as he tried to balance her and steady out.

They were going to crash. It wasn't a question. But how Dreadwing went about doing it would determine if they would survive. Tilting the nose of his jet upwards, the seeker prepared for the unpleasant landing. "Hold on," the seeker shouted to the spider femme. Airachnid didn't respond, but he felt her claws pierce his frame once more.

The barren, rocky earth collided with his undercarriage. Dreadwing's metal screeched and in places tore away completely. Of course they couldn't have landed in a meadow or an open field. The seeker wasn't sure when Airachnid lost her grip on him, but her presence disappeared sometime after skidding through the third tree.

Dreadwing lay there for a moment before transforming with a groan. He checked his systems and was relieved to discover that his thick plating had prevented any serious damage. The unmistakable rumble of a single engine snapped the seeker back to the present. Megatron was coming.

Dreadwing easily found Airachnid's prone form, unconscious and face plate down. He touched her shoulder to jostle her awake, but wrenched away not a second later. His servo was coated in energon. Only then did the seeker allow himself to take in her injuries. Gashes seeping energon marred her frame and she was unresponsive to his touch. Carrying her was completely out the question even if she was unconscious and not able to murder him for it. Dreadwing feared he would only injure Airachnid more.

A heavy thump signaled Megatron's arrival. Dreadwing was no medic. He didn't know what to do...


	14. Tentative Friendship

(Merry Christmas to all who celebrate it!

 **JustinTheSpider** : Thanks, I'm glad you liked it.

 **RoboDiamondDragon09** : Your reaction to the last chapter had me grinning like a fool for hours. I love reading your reviews.)

Pain. Her head was throbbing. As well as the rest of her body for that matter. Was she dead? She doubted death hurt this much. Unless, of course, she was in the Pit. Well that was a cheery thought... A hoarse moan escaped her parched throat. Her opticlids fluttered softly, but that was all. Her body was not hers to control.

Panic flooded Airachnid's senses. Was she a prisoner of the decepticons, physically restrained? Or... was she paralyzed? Which was worse? To be Megatron's play thing until he tired of her and executed her or to never walk again? The warlord needed a new toy to take out his frustrations on now that Starscream was a 'loyal' decepticon.

The femme tried to conjure up a memory of what had happened, but found that she remembered nothing after falling with Dreadwing. A little ways off to her left a voice loudly announced the obvious, "She's waking up!"

Airachnid winced and wished again that she was able to move her servos to cover her sensitive audio receptors, but she had recognized the speaker and her terror ebbed away. "Do the worlds a favor and shut up, Arcee," the spider femme rasped.

Airachnid cautiously powered up her optics. The spider femme's vision swam, but after a few blinks it cleared.

"Is that any way to treat your savoir?"

With her limited range of motion, Airachnid tilted her helm towards the medic standing nearby, "Is Arcee telling the truth?"

Arcee took on a look of mock offense, "You don't trust me?"

"Of course I trust you... about as far as I can throw Megatron," Airachnid grinned as the motorcycle femme huffed her annoyance.

"I suppose that, in a way, one could, technically, say Arcee saved you, " Ratchet spoke up, "But Raphael did most of the work."

The spider femme followed his gaze to the young human male standing on the cat walk. "Well then, thank you ever so much, Raphael," Airachnid purred as she purposefully ignored Arcee, "I owe you my life." The boy smiled bashfully and adjusted his glasses.

"Keep laying it on thick," Arcee laughed, "you know he hacked your personal comm line so we could track your position, right?"

"Wait, WHAT?" Horror bloomed in Airachnid's spark at the other femme's words.

"But the idea was Arcee's alone," Ratchet interjected with hint of amusement.

"RATCHET, YOU TRAITOR!"

The medic gave a short bark of laughter at Arcee's outburst, and Airachnid noticed that they were alone in the med bay. The wrecker was no where to be seen.

"Where's Bulkhead?"

"He recovered not long after you left without a word," the medic answered.

"Which is to say about a week ago," Arcee added.

Airachnid sent her an incredulous look, "Are you serious? I've been out a week?" And she still hurt this bad? The spider femme was no longer sure she wanted to know what had happened.

"You're totally losing your touch," Arcee grinned, "When was the last time you actually won a fight?"

Airachnid forced her pistons to operate and finally managed to sit up. "Oh, you are _so_ going down-" the spider femme broke off the rest of her sentence as the medic sent her a death glare. "As soon as Ratchet has verified that I'm well enough to do so," she admonished her statement.

The medic stopped scowling at her and she took that as a good sign. "Whatever happened to Dreadwing?"

"We arrived just in time to prevent Megatron from offlining you both," Arcee spoke up. "And I thought we might have to physically restrain him when Ratchet insisted on repairing him for the amount he protested. However, no one can win an argument against Ratchet." The medic turned away from the femmes and started organizing his tools, but Airachnid thought she spotted a tiny smile on his face plate. "After Ratchet had finished with him, Dreadwing checked on you one final time and left," Arcee finished.

The two femmes continued to talk until Ratchet kicked Arcee out of the med bay for being a distraction as he fixed a few minor gashes on Airachnid's arm plating. Airachnid had no desire to irritate the medic further and sat silently as he worked. Though she had been unconscious most of time, the spider femme's memories returned in bits and pieces.

After a few hours Ratchet eventually released her from his care. The spider femme nodded her thanks to the old medic, and began to wounder the halls as she was accustomed to. Each step pained her, but the spider femme refused to be bedridden. Airachnid rounded a corner, only to hear a strangled gasp come from near her pedes. Peering down the spider femme found the eldest of the human trio. "Jack."

The teenager's eyes narrowed with loathing, a look identical to the one Arcee wore not so long ago and even more recently Knock Out. "I hadn't realized you had been released from the med bay." Jack's words were cold, crisp, and laced with venom. It was all too obvious that he wished Megatron had gotten his way.

"I've not been out long."

"Look," Jack's voice dropped an octave and shadows seemed to gather around his figure, "You may have fooled the autobots, even Arcee, with your little act, but the bots can take care of themselves. Stay away from my mother!"

"I wouldn't harm her, Jack."

Her tone was emotionless as was her face plate, but the teenager thought he saw a flash of pain in her optics. He ignored it. Jack remembered the vicious monster that had threatened everything he loved. He refused to play the cunning beast's game.

"Whatever." Jack stormed past her and the spider femme followed him with her gaze until he turned the corner. Airachnid understood his mistrust of her. It was a miracle that she wasn't still their prisoner, although she had a feeling that was due to the Prime's intervention.

The spider femme found herself struggling to stand and leaned back against the wall`. Slowly, Airachnid sank to the floor and closed her pink optics. She was so tired. So very tired, and her entire body hurt. Up till now, Airachnid had focused everything on pushing forwards, but the boy's words had cut into her spark. Arcee had been right when she'd called her weak...

"ONE... TWO... THREE... ... ... COME ON! YOU CAN DO BETTER THAN THAT!" Airachnid blearily onlined her optics to Miko's ranting. How could such a tiny organic produce such boisterous noise? And how could she have fallen into recharge in the middle of the hallway? The spider femme glanced around and realized that she was closer to the training room that she had originally suspected.

Airachnid pulled herself to her pedes and continued down the corridor until she stood outside the room.

"AGAIN!"

"Awww, but Miko-"

The spider femme pushed the door open and both of the occupants turned their attention to her. Miko's expression changed from stern to absolute elation in roughly half a millisecond. Bulkhead was more weary of her, but Airachnid thought she detected something akin to gratitude for distracting his human partner.

"Hey!" Miko enthusiastically waved her over, "nice ta see ya up and functioning!"

Tentatively, Airachnid shuffled forwards into the room, but stayed back a bit. She had no desire to intrude.

"We were just about to start exercising! Why don't you join us?" Miko exclaimed happily.

Airachnid blinked slowly, "I suppose it couldn't hurt..." Only after she agreed did she notice Bulkhead frantically shaking his helm. His movement ceased as soon as Miko looked his way, and a touch of dread wheedled it's way into her mind.

As if to prove her previous statement wrong on all accounts, Miko grinned wickedly, "lets get started..."

A few hours later the spider femme crashed heavily beside the fallen form of the wrecker. The soreness in her joints had been multiplied by ten, and she doubted she could stand even if she wanted to.

"Biggest... mistake... of my life," Airachnid gasped as her cooling system worked over time.

"Tried to... warn you..." Bulkhead panted as he clutched at his spark chamber.

"I've endured... torture sessions... less painful..." the femme gagged.

Miko laughed, "I'm gonna take that as a compliment."

"It was anything but, I assure you."

"Alright, you two have had enough of a break. Back to work!" Miko smirked at their identical expressions of horror.

"And they called me a sadist," Airachnid muttered.

Bulkhead had fallen into silence as he attempted to lower his spark rate, and when neither bot moved upon her order, Miko frowned. "Come on. I kno-" the teenager broke off as the door opened.

Arcee and Bumblebee appeared in the entrance. "Hey Bulk-," Arcee started, "... Are we interrupting something?" The motorcycle femme was having difficulty keeping a smug smile off her face plate and Bee's optics twinkled with laughter.

"Nothing much," Miko replied, "Just these two failing a few incredibly simple training exercises."

"Wusses," Bumblebee whirred and Arcee snickered.

"Easy for you to say," Bulkhead griped, "You've never tried one of Miko's 'this-would-kill-the-Chaos-Bringer' workout routines.

Airachnid nudged the wrecker with her elbow joint, "Great idea! Looks like you just got two new victim- I mean- volunteers, Miko."

"AWESOME," the teen cheered.

"Wait a second! We never agreed to this!" Arcee took a few steps back.

Bumblebee theatrically placed a digit to his audio receptor. "What's that?" he buzzed, "Optimus is comming me? And he wants Arcee and I to go on a very long patrol? Oh, well... Maybe next time." With those parting words, Bee grasped Arcee's servo and they quickly retreated.

Miko would not be deterred, however. The girl chased after them calling out not very reassuring promises of how they probably wouldn't die if they tried one of her routines. The unmistakable hum of cybertronians taking their alt modes could be heard a little ways before there came the sounds of vehicles burning rubber...

Bulkhead groaned as he used the wall the heave himself to his pedes, "Nice thinking. Getting Miko out of here I mean."

Airachnid struggled to sit up and the wrecker helped her the rest of the way. "I wasn't sure it would work," the femme shrugged, "Shall we find a hiding spot for the rest of the day?"

"Make it a good one," Bulkhead chuckled, "We'll have to spend the rest of the week there to avoid Miko." Together, they slowly limped down the hall while debating the pros and cons of different places they could seek refuge from Miko's wrath.


	15. Beasts, Dragons, and Monsters

(This chapter begins in the episode 'Prey'.

So this is the official beginning of the climax and also the shortest chapter to date.

 **Soundwave's Cassette Store** : Great name by the way and thanks so much. It means a lot.

 **ejkallas** : Thanks for the support.

 **RoboDiamondDragon09** : I'm glad you enjoyed the last chapter. It means the world to me:)

 **JustinTheSpider** : Easier said than done. She did attack and try to kill him, his mother, and Arcee.

 **Kabob003** : You have my gratitude)

"Hey, Airachnid, we have a bit of a situation..."

Airachnid sighed into her comm line, "What is it now, Arcee?"

"We almost got barbecued by a dragon."

Airachnid blinked slowly, "I'm sorry. You're going to have to repeat that. It sounded like you just said you were almost barbecued by a dragon."

"Technically speaking, it wasn't a dragon. It was a predicon."

"So you're saying that it wasn't, in fact, a mythological leviathan that tried to kill you, but an extinct one instead," the spider femme chortled.

"Keep laughing," Arcee dared, "You weren't nearly eaten. Anyway, Optimus wants you to bridge over to our new base since you're the only one with beast hunting experience."

"I'm sure that's not the only reason. Admit it, you missed me."

"Not particularly," came the immediate and cheerful response, "Be ready for the groundbridge." Airachnid hissed in irritation when Arcee hung up before she could fire back a scalding retort. Still, the prospect of a dangerous creature on this this world was intriguing. A thrill of excitement ran down the spider femme's spinal strut. It had been so long since she'd had a proper hunt!

Lost in her thoughts, the femme never expected what awaited her on the other side of the groundbridge... no... NO! Airachnid's spark was petrified as her optics landed on the mech whom had plagued her nightmares for eons. He had a cobalt paint job, an air of superiority, and his frame vaguely resembled Prime's just as she remembered. If his optics had been any more frigid, Airachnid would have assumed him offline. He hadn't changed a bit.

Then Ultra Magnus's gaze immediately landed on her decepticon emblem and his blaster was out in an instant. Airachnid heard the groundbridge close behind her and realized that her one chance of escape had been terminated just as he fired the first shot. The spider femme sprang for the ceiling and barely avoided the blast.

Magnus's second shot went wild and Airachnid glanced down in time to see the Prime grappling with him. A creaking moan was the only alert the spider femme received before the roof collapsed. Clearly it hadn't been engineered to survive a firefight and support her weight. Airachnid twisted so that she would land on her pedes, but an unseen beam struck her on the spinal strut and she lost all coordination.

The spider femme threw out her arms to catch herself and barely avoided landing on her faceplate. She was relieved to find that her damage was minimal when his voice broke through her thoughts.

"With all due respect, Prime, you don't know her like I do," Magnus stressed, "She's too dangerous to be allowed to live much less roam free. You are not aware of the innumerable amount of autobots whom have lost their lives at her servos."

"I think it is you who do not know her," Optimus responded. From anyone else it would have sounded condescending, but from the Prime it was a mere observation. "She is no longer that person."

"You were not there when she massacred all the inhabitants of Autobot Fort Omicron," the commander countered.

Airachnid's spark withered as she watched Prime's optics widen a fraction. He had clearly not known that had been her doing. The spider femme hadn't noticed the other autobots standing beside her until Bee tapped her shoulder plating to get her attention. She scarcely managed to hide her wince at the physical contact. "What's Autobot Fort Omicron?" he asked her quietly, but Ultra Magnus overheard him.

"An excellent question, scout. Would you rather she or I explain how she slaughtered everyone in her path including the civilians, before removing the fort from the face of Cybertron by rigging the computer system to detonate." Bee's expressive optics dilated in dismay and incredulity. The spider femme was sure she felt her spark fracture.

An all too familiar emotion arose within the spider femme at his biased relaying of events. She abhorred him, everything he represented, and all the memories his presence dredged up from the depths of her processor. "You, yourself, speak as though you were present at the decimation of the autobot stronghold," Airachnid spat, "But we both know that if you had been, neither one of us would be here now."

"And how would you figure, femme?" Ultra Magnus snarled as the Prime physically restrained him.

A bout of vicious laughter spilled from her voice box, "Because you would be an eviscerated, sparkless husk. No one would ever have found you, at least, not all of you. And after I'd had my fun, I would have allowed the explosion claim me as well."

With those final words, Airachnid savagely turned on her heel strut. The spider femme wanted so badly to break into a dead run. She wished to dig a hole and hide there for the rest of her existence. Instead, Airachnid forced herself to walk, but Magnus wouldn't allow her to leave without one last parting gift.

"Beast."

Airachnid jerked to a halt. Slowly, she turned back to the autobots as her helm lulled at an unnatural angle. The spider femme's optics were wide. "Not quite, dearest," Airachnid tittered, "I'm not a beast for an animal cannot be classified as good or evil. It simply is." A deranged gleam entered her optics as a broad grin spread across her violet lips. "I'm a monster..."


	16. Run

(I just recovered from a bad case of writer's block. Sorry about the incredibly late update.

Airachnid's parents are, also, OCs.

 **The Cybertonium Warrior** : Thank you for your support)

Airachnid took her leave, but the autobots could still hear her spiteful laughter ringing in their audios. Arcee could only watch on as the events had played out. A wave of confusion swept through her processor, and she knew she had to be missing some key detail. Magnus's retelling seemed prejudicial and the femme was unsure how accurate it was. It was definitely true that Airachnid had murdered many people. The spider femme hadn't even tried to defend herself against that accusation...

"Optimus," Arcee started, "I'm going to go check on her."

Both Optimus and Magnus turned to face her, and Optimus' optics softened. The Prime opened his mouth, but Ultra Magnus spoke first, "That's a negative, soldier. You are to maintain your distance from the decepticon until she is a prisoner of the autobots once more."

"I do not wish to undermine your authority, Commander," Optimus interjected calmly, "But it is necessary. Arcee, go to Airachnid and help her. She needs you." Magnus's brow furrowed but he didn't voice his objection.

Arcee hurried to find the spider femme, but still heard the beginning of Optimus's lecture on how Airachnid was an ally and not to be treated any differently from the others. Ultra Magnus looked like he'd just taken a bite of something truely repulsive.

The motorcycle femme searched high and low through out the base, but the spider femme was not to be found. Frowning to herself, Arcee tried to comm Airachnid for what must have been the twentieth time, but the line was dead. Where was she? A touch of dread entered Arcee's spark. Airachnid wouldn't have left the base, would she?

Eerie laughter that definitly wasn't Airachnid's washed over the cerulean femme. From her peripheral vision, Arcee saw a human child in a black dress standing on the catwalk. How had she gotten into the supposedly 'secure' military base anyway? Someone needed to have a little chat with Agent Fowler. Still giggling, the little girl gave her a friendly wave before dashing down the hall.

"Wait!" Arcee called out to the child, but that only made her speed up. If the girl tripped and fell… The motorcycle femme wouldn't allow that to happen. The girl abruptly changed direction and Arcee skidded around the corner. No matter how fast she ran, the girl always stayed far ahead. How was she being outpaced by a human? Clearly, Airachnid was not the only one who had been slaking on training.

Arcee barely registered the child's next action of placing a delicate hand on the railing and vaulting over it. The femme felt her entire body lock up as the girl dropped twenty feet and landed on all fours. Her visable eye flickered scarlet and, for just a moment, Arcee saw a fiendish creature in the child's place. The girl straightened and the apparation was gone. "Too slow, too slow," she chanted and ducked into the energon storage room.

The femme chased after her and wondered if she should have Ratchet examine her optics. And her processor for that matter. Arcee burst into the room only to be blinded by sunlight. Blinking quickly, the femme finally got her sight back in time to realize the she was… on the roof! Completely and utterly disorientated Arcee stumbled backwards. There was no way… There was simply no way… She would have had to go up a few flights of stairs to get to the… Arcee could feel her processor shutting down when a pair of steadying servos gripped her shoulder plating.

"Easy there, Arcee. What's wrong? You look like you've seen a ghost?" Airachnid's teasing tone was in stark contrast to her pain filled optics.

"I think…," Arcee muttered, "I think I did."

Airachnid dropped her playful act and her expression mirrored her optics, "Oh, Arcee, I'm so sorry. I would change it if I could."

Arcee could only manage a confused "What?" as her fried processor struggled to follow the conversation.

Airachnid refused to meet her gaze as she bluntly asked, "Was it Tailgate?"

That snapped Arcee back to the present. "No, it definitly wasn't, and it's not important," the motorcycle femme continued. "I've been searching for you for-" Arcee's words died in her voice box as she checked her internal clock, and her fans kicked into overdrive. Four hours. It had been four hours since the little confrontation with Ultra Magnus. How long had she been shadowing the child around the base?

Arcee swayed dangerously and Airachnid reached out to steady her. "This really isn't a good place to go about fainting what with the edge of the roof being right there, Arcee," the spider femme reprimanded as she supported her with an arm before lowering them both into a sitting position. "Now tell me what's wrong."

Arcee's thoughts finally started to reorganize, "Actually, I'm here to talk about you."

Airachnid's optics hazed over and she focused her gaze on some far away point on the horizon, "I'd really rather not."

"You know, without Cliffjumper, I don't think I would ever have recovered from Tailgate's death," Arcee murmured and Airachnid's wince didn't go unnoticed. "He forced me to face reality, and move on. The pain will never go away, and I hope it never does." She touched the spider femme's shoulder plating and Airachnid squeezed her optics shut as though trying to ward off the torrent of memories.

"Where do I even begin?" Airachnid asked rhetorically. "I suppose it all started with my blunder of not making sure we weren't being followed when I took my brother to Autobot Fort Omicron..." The scene began to play in her processor as Airachnid retold the painful tale to Arcee.

 _Her parents dropped to the ground and drew their weapons. Ultra Magnus and his soldiers mirrored their morvements, but no one fired the first shot. Not yet. "Brilliant job, Airachnid," her father, Scattergear, warmly congradulated, "Locating a secret autobot base at your age. You have a promising future as a decepticon spy."_

 _The spider femme cringed as Ultra Magnus's optics blazed with fury. It was clear he had suspected the siblings of decepticon origin. Wildclaw's voice box failed him as he glanced back and forth between his parents and the autobots. This wasn't how he'd envisioned it ending._

 _"Our family is more than enough to storm this base. Join us," her mother, Steelfrost beckoned them, and Airachnid knew the statement to be true. Her parent's were Lord Megatron's greatest assassins. Scattergear specialized in poisons and was a professional sniper, and his ebony paint job emphasized it. Steelfrost was an expert with concealed weapons, torture, and sabotage. It would be only too simple to eradicate all autobots._

 _It was over. Airachnid had failed Wildclaw, and with a heavy spark she turned her back on the ones she deemed the lesser of the two threats and tentatively took a step towards her parents' side. Airachnid never saw Ultra Magnus' attention land on her. The spider femme never saw the autobot commander raise his blaster. She never saw him fire that fateful round of four shots. But Wildclaw did._

 _At her brother's warning cry, Airachnid whirled around in time to watch Wildclaw take the blaster bolts for her. Her optics met Ultra Magnus' and she knew who had pulled the trigger. Then, Wildclaw's body collided with her own and sent them both tumbling to the ground. Before Airachnid's very optics, Wildclaw's lifeforce left his frame, and her screams merged with those of her parents'._

 _Scattergear and Steelfrost open fired on the autobot aggresors. Many fell at their servos as each unleashed their fury upon the enemy ranks. Though caught between the warring factions, Airachnid was only vaguely aware of the firefight as she cradled Wildclaw's limp form. A strong servo clamped down on her shoulder plating and wrenched Airachnid from her mourning._

 _The spider femme stared at her father uncomprehendingly as he shouted at her to get back, but she was unable to register his words. Suddenly, Scattergear's servo was on her back and he shoved her to the ground. Metal skidded against metal as Airachnid's plating hit Cybertron's surface. The spider femme glanced up in time to watch as Ultra Magus appeared as though out of nowhere to engage Scattergear in combat._

 _The autobot commander used his superior height to his advantage, but Scattergear refused to give ground. Magnus' blade came from above only to be blocked by her Scattergear's own. Their blades clashed together in a deadly dance, but, in the end, her father simply wasn't built for melee fighting._

 _Time seemed to slow as Airachnid watched Ultra Magnus' knee plating rush upwards and slam into Scattergear's abdomen. She felt her spark being strangled as her father crumple under the blow. The spider femme shrieked a wordless warning, but was far too late. Magnus' blade pierced Scattergear's back plating before plunging into his spark chamber._

 _Scattergear's optics widened in agony, but made not a sound. No scream. No whimper. Real assassins did neither, afterall. With a mighty clang, her father's frame hit the ground. A pool of energon formed from his leaking chassis as Scattergear struggled to turn his helm towards his only daughter. His lip components moved silently to form a single word before hard coughs racked his entire body. Scattergear's spark gave one final flare and extinguished..._

Airachnid unconsciously forced the memory to shut down as trembling overtook her entire frame. The spider femme pressed the palms of her servos to her optics, and through sheer willpower restrainded the lubricants welling up there just beneath the surface. Suddenly, arms wrapped around her shoulder. Airachnid's body instinctively tensed at the physical contact, before relaxing and allowing Arcee's embrace to pull her closer.

The motorcycle femme's optics were pressed shut. "I had no idea," she murmured so quietly Airachnid almost missed it.

"Not many did," the spider femme replied. Looking back on the memory, Airachnid realized what her father's last word had been... Run... If only she had heeded his advice...


	17. Descent into Madness

(I have not, apparently, recovered from writer's block, but I will never abandon this story.

 **HeroUp88** : Thank you for your support)

Airachnid clenched her optics shut. She steeled heself for the second half of her story as the memory reared its ugly head…

 _Steelfrost's scream of rage threatened to offline everyone's audio receptors. Her crimson optics narrowed as she focused her blaster bolts on Ultra Magnus, but she did very little damage. His armor was simply too thick. The spider femme was still in a state of shock, but she was aware enough to just register when the autobot commander leveled his blaster at her mother._

 _Lashing forwards with one of her extra appendages, Airachnid impaled Magnus's knee joint and almost cut clean through. With a grunt, the autobot commander misfired at Steelfrost before bringing his sword arm down on the spider femme. Using her arm plating Airachnid stopped his blade, but couldn't prevent the backhand strike that sent her sprawling._

 _A gun fired. Airachnid onlined her optics in time to see Steelfrost dive, but her mother did not go unscathed. The bolt connected with Steelfrost's shoulder plating, and the silvery femme hit the ground hard. The force sent her tumbling and she struggled to rise. Steelfrost's usually glossy plating was scuffed and her shoulder plating was completely charred._

 _"Take them!" Magnus's soldiers hastened to follow his command. A mech roughly jerked Airachnid's arms behind her back and cuffed her. Another approached her mother with the same intent only to have his arm severed by a dagger that had ejected from the underside of her wrist. An autobot rushed at Steelfrost only to find the dagger buried in his throat._

 _Airachnid silently wished she still had the strength to fight, but as her gaze returned to her family's sparkless bodies all her systems seemed to hitch simultaneously. The only thing that kept her on her pedes were the two nameless mechs currently restraining her._

 _A third mech lunged for Steelfrost and got lucky. He latched on to her injured arm and wrenched it behind her back as she fell to her knees. Steelfrost thrashed in his grip despite the damage it inflicted to her shoulder until Magnus limped over pressed his blaster to her helm. He placed a servo on her smouldering shoulder and pulled her closer. The autobot commander whispered something into Steelfrost's audio that made her go rigid before applying pressure to her wound and shoving her into the custody of nearest soldier._

 _Airachnid could hear her mother gritting her denta, and Steelfrost seemed to have paled if that was even possible for the silver femme. The spider femme's mother put up no more resistance as they where led into Auto Fort Omicron, each to her own holding cell._

 _Airachnid shut her optics as tightly as she could, but was unable to to stop seeing her family's deaths playing on an endless loop. If only she had never made that foolish, foolish promise to Wildclaw, then half her family might not be one with the All-Spark and her mother wouldn't be a prisoner of the autobots. This whole mess was her fault. When Airachnid's exhaustion finally won out, she was thankful for the dreamless oblivion..._

 _The spider femme awoke from recharge unsure how long she'd been out. The autobots had taken no risks when disarming her, and had even offlined her internal clock. Airachnid checked her restraints only to find them military grade. That… could be problematic._

 _The spider femme glanced around her cell as she struggled into a sitting position. Desolate gray walls made up the entirety of it. Oh. And the reinforced door. With nothing else to do Airachnid began checking her systems and learned she had taken very little damage other than a few dents and scratches. However, the real surprise came when she discovered that the autobots had failed to deactivate her thermal detection upgrade._

 _It wasn't particularly useful in the grand scheme of things, but it would help relieve some of her boredom. Having used up her entire supply of lubricants, the spider femme refused to allow her processor to return to… recent events, and activated her thermal scanners. Airachnid gave a sigh of relief._

 _It was so much easier this way, to have the whole world portrayed by colors. Hundreds of blues and purples swirled around the spider femme and she detected the heat signatures of two autobot sentries stationed outside her cell. Airachnid watched, but saw nothing in the surreal realm of vivid pigments. Nor did she wish to, at least, until a tiny almost immpercetible movement drew her optics._

 _There it was again. The orangey glow that was her mother's life force sat completely stationary in the cell to her left. Until… the spider femme noticed another tiny twitch of one of Steelfrost's digits. She was well aware that both she and her mother were being monitored, so she didn't allow her curiosity to get the better of her. The spider femme didn't move an inch, instead merely shifted her gaze. The biggest advantage to having no pupils was that no one could tell where she was looking._

 _Airachnid observed her mother unobtrusively place a lean digit into the cuffs and begin to dismantle them from the inside out. The appearance of the manacles never changed, but after a long while the spider femme detected a barely audible click with her enhanced hearing. Then, Steelfrost set to work on her ankle cuffs._

 _Airachnid yearned to be able to undo her own as well, but she had only ever been taught how to break out of standard edition shackles. Useless! She was worthless in this predicament! A second clink roused the spider femme from her self-loathing. Steelfrost was free! Still, her mother sat motionlessly. Patience was a hunter's greatest ally._

 _Airachnid settled in to wait as well, but it didn't take long. The spider femme regarded the three autobots that entered her mother's cell. Their blasters pulsed a bloody scarlet, and one turned to bolt the door behind them. Too little, too late. The autobots hadn't done a proper job when disarming Steelfrost. Airachnid watched on in amusement as each of her mother's digits transformed into her trademarked double-edged knives and her stasis cuffs dropped to the floor with a clang._

 _Her orange and crimson silhouette streaked forwards and easily gutted the nearest autobot. The second autobot barely had time to raise his blaster before Steelfrost was upon him. The snapping of his spinal strut was not muffled in the slightest by the steel walls. The final autobot fired a shot. He missed. He never fired a second. Steelfrost plunged her digits through his neck._

 _The bodies cooled instantly and by the time they hit the ground they had already melded into the background of colors. Airachnid paid the fallen warriors no attention as she focused in on her mother. Steelfrost burst from her cell and immediately turned to the right. Pausing outside Airachnid's own cell, Steelfrost began to work her magic on the lock._

 _There was a cease in sound and movement and Airachnid felt her energon freeze in her frame. A moment passed before she heard the comforting sound of the lock being disengaged and the door swung wide. The spider femme offined her thermal scanner just as Steelfrost plunged into the room. Her mother bounded to her side and immediately went for her restraints, but her servos shook and her optics seemed glazed._

 _"They'll pay with their lives," Steelfrost snarled almost incoherently, "Every last one of them. We'll send them to the Pit for-" All Airachnid saw was a flash of blue paint. The gun shot didn't register in her audios until she saw energon spill over Steelfrost's lips and the hole through her chassis._

 _Her mother lurched forwards to lean heavily against Airachnid's own frame, but her optics had cleared. The silver femme raised a single trembling servo and tenderly brushed Airachnid's cheek. Her knife digits unintentionally drew a thin stream of energon, but Airachnid didn't care. The pain felt nice._

 _"For… give… me," her mother whispered as her optics blinked once before fading to the dull gray Airachnid had come to detest. Steelfrost's helm lulled against her shoulder plating and her body went slack._

 _Ultra Magnus approached with his blaster still activated. A sour scowl seemed to be permanently etched into his face plate. At least, it was every time she was around him._

 _The autobot commander unceremoniously and efficiently gathered Steelfrost's frame into his arms. Icy energon ran from the crater in her chassiss and splashed onto the floor and Airachnid gasped when it made contact with her-_

The spider femme blinked rapidly and forced the memory back into far recesses of her processor. To this day she still didn't know what her mother's last words, the apology, had been about… Had it been for the minuscule scratch on her face plate? Airachnid doubted it. After all, she had received far worse in training exercises. Was it for not being able to avenge their family? The spider femme supposed that could be partly accurate… Had Steelfrost been apologizing for abandoning her when she needed her most or something else entirely?

Airachnid was awoken from her trance like state only after Arcee called her name for the third time. Arcee's servo rested on her shoulder plating. The motorcycle femme opened her mouth, but before she could say a thing the spider femme pulled away from her touch.

"You know, when I came up to the roof I had forgotten this was not the old base," Airachnid murmured. "I fully expected to see Cliffjumper's grave. No matter how many people you lose, Arcee, you are and always will be strong. I truly admire that about you, because when my mother… died… I snapped. My logic circuits offlined. My spark, quite literally, shattered. My mind was broken… And I laughed…"


	18. Forgiven?

**(Prixiv Fantasia:** Thank you so much for your support and kind words. Some of the conversations you wanted will appear in this story, but I'm not telling which ones :)

 **Mother of the Universe:** You have my gratitude.

 **JustinTheSpider:** That quote is great for the last chapter :) !)

"You still have it."

The spider femme shot Arcee a confused look, "What?"

The motorcycle femme reached up and traced the barely visible scar on Airachnid's cheek. The last remnant of Steelfrost. The spider femme bit her lower lip without thinking and easily punctured it with her fangs. A thin trickle of energon formed there, but she ignored it.

"I truly don't remember much of my time as an autobot prisoner," Airachnid sighed. "It's one big blur of a never ending nightmare, and I'm pretty sure I was unconscious for most of the three years I was imprisoned there. But … there are memories I can conjure up with striking accuracy. Then, again I'm not certain if any of them were real or just some sort of fever dream."

"Magnus tried to interrogated me many times, but always left more frustrated than when he had entered my cell," Airachnid tried for a smile, but failed miserably. "At some point he became so irritated that he actually hailed Megatron in the hopes that an exchange could be autobots' energon storage levels were being rapidly depleted due to an increase in injuries and the like. It was a pathetically futile effort. Megatron didn't even look at me when he stated and I quote, 'Perhaps I would have considered it if it were Scattergear or Steelfrost,' before powering off the video link. And so my loyalty to the decepticons perished with my family."

"I faded in and out of awareness, but I eventually found the perfect chance to escape. I took it. Many autobots tried to stop me. I slaughtered them all and enjoyed every moment of it," the spider femme admitted. "But Magnus wasn't there to witness the destruction of Autobot Fort Omicron. For many centuries my sole purpose in life was to hunt him down and torture him until his spark gave out. But then… my priorities shifted when I realized I wanted more. I required every autobot and decepticon to suffer at my servos."

Arcee reached out for the spider femme again and once more she shied away. Airachnid rose to her pedes and an almost mournful smile crossed her faceplate. "It's been fun, Arcee, but now that Magnus is here I can no longer stay. If I remain I will only be the cause of dissent among the autobots. Prime already had to intervene on my behalf once. I have no intention making him do it again."

Arcee scowled at her pedes, "Is there really no way you and Ultra Magnus can be compatible?"

"Not a chance," Airachnid sighed heavily, "The commander won't rest until I'm firmly locked up and under constant guard. Or dead. The only reason he's not after me right now is because of Prime's order."

"What if Optimus staggered your assignments so that you would never meet up with him?" Arcee tried weakly.

The spider femme shook her helm wearily, "Magnus is… devoted, I'll give him that. He would watch my every move from afar just waiting for me to slip up. I can't live like that."

"Magnus wouldn't bother you… if you were an autobot," the motorcycle femme thought aloud. "At least he couldn't threaten to arrest you or worse without proof."

"Is the charred remains of Autobot Fort Omicron enough 'proof' for you?" Airachnid laughed lightly although the subject made her uncomfortable.

Airachnid turned away to leave but the motorcycle femme's next words freeze her. "You know, Optimus has been meaning to formally invite you on to Team Prime."

Arcee paused as though waiting for a response but all the spider femme could manage was, "I hadn't realized."

"I would really like you to join and I know the rest of the autobots feel the same way with the exception of Magnus," Arcee continued.

Airachnid's thoughts were an incoherent mess. "I'd love nothing more…," she finally got out and saw the hopeful look flit across the motorcycle femme's faceplate, "… But I can't."

Arcee's expression turned crestfallen as she asked, "Why not?"

"You're wrong about Magnus being the only one to oppose my installation to Team Prime," the spider femme said sadly. "While I've somehow made peace with most, there are some who aren't quite as forgiving as yourself."

The motorcycle femme appeared perturbed before the revelation dawned on her. "Jack." It wasn't a question.

"The autobots' kindness and support has been… a truly delightful surprise especially yours, Arcee," Airachnid confided, "Never in my wildest dream did I ever imagine it would turn out like this."

"Never in my worst nightmare," Arcee agreed solemnly before bursting into laughter at Airachnid's glare.

The spider femme sighed heavily and it had nothing to do with Arcee's teasing. "Even if Jack were able to forgive me and Magnus wasn't here I still wouldn't be able to join."

"Why not?" the motorcycle femme asked with disappointment clear on her features.

"Just because most of the autobots have been able to grant me a clean slate in their own minds doesn't mean… I've been able to forgive myself."

(I want to give special thanks to everyone who has enjoyed the battle scenes of this story. To all aspiring authors out there, I have two main secrets when it comes to writing fights.

1\. Either never use the same attack twice or if used twice have it fail the second time around.

2\. Only let the main character win occasionally. I've been reviewing all that I've written for this story so far and just realized that Airachnid has won a single battle:).

If this information is able to help anyone even the slightest bit then I'm glad I shared it. Have a good day, everyone, and thank you for reading.


	19. Plans Gone Awry

( **Prixiv Fantasia** : I'm so glad you like this story. It means the world to me.

 **Raider5000** : Thank you for your support.)

"But what about the predicon predicament?" Arcee tried, "None of us are beast hunters besides you."

"You and autobots have Magnus now," Airachnid replied stiffly, "He's an excellent warrior. I'm sure you'll be fine."

The motorcycle femme watched her with a bewildered expression due to her sudden frosty attitude. "You… don't think that we're replacing you with Magnus, right? Or that we're taking his side over yours?"

"It doesn't matter what I think and it never has," the spider femme laughed without mirth, "But the fact remains that I shall leave and Magnus will stay."

"Won't you stick around until we deal with the predicon? The others are suppose to be coming up with a plan as we speak."

"Very well," Airachnid agreed somewhat unwillingly.

"Come on," Arcee stood and gestured for the spider femme to follow. Together the two femmes headed back into the military base.

Not five minutes passed before Arcee lost her temper, "Would you STOP that! It's not like Megatron's going to leap out from every doorway."

"I'd rather Megatron over a certain cobalt mech," Airachnid huffed. Being in the general area of Ultra Magnus was really bringing out her skittish nature… Was it just her or was that shadow moving? The spider femme jumped when a servo rested on her shoulder plating.

Arcee rolled her optics, "Don't worry so much." The motorcycle femme squeezed her shoulder in a reassuring manner before taking the lead. As soon as the two femmes entered the main hangar all optics focused on them.

Bumblebee approached, his optics dilated with concern. Airachnid shifted her stance so his larger frame blocked Magnus' murderous scrutiny.

"We were worried about you when you ran off like that," Bee chirped, "Are you alright?"

"I've been better," the spider femme admitted quietly.

She unintentionally met Optimus's gaze and his optics held no malice. Airachnid quickly glanced away. The spider femme was still uncomfortable around the Prime, but it was a great relief he did not hold her actions at Autobot Fort Omicron against her.

"Airachnid," the Prime addressed her, "I have heard of your skill in hunting and Arcee has confirmed you are quite exceptional. Do you believe you can handle the predicon?"

"Yes," she responded with a demure tilt of her helm and ignored Magnus's death glare.

"Very well," Optimus continued, "You shall accompany Wheeljack as the predicon has shown a certain… affinity to tracking him."

"Great," Airachnid muttered flatly as she noticed for the first time the white wrecker standing off to the side. He didn't look particularly thrilled either.

A short while later, the spider femme found herself in the much too large passenger seat of the Jackhammer. Wheeljack had a death grip on the steering and refused to even look in her general direction. The silence between them was heavy but not necessarily awkward as neither had any desire to speak to the other.

Airachnid glanced out the window and watched the scenery pass. Nostalgia swept over the spider femme and she found herself wishing her own ship hadn't been obliterated and effectively stranding her on this primitive little planet. It wasn't like she wanted to leave, per se, it was more about the freedom that was equated with it.

Airachnid was roused from her thoughts as the Jackhammer landed. Wheeljack muttered a gruff, "Come on." The white mech grabbed the closest crate of grenades and exited his ship. The spider femme followed behind and cringed at the sound of the explosives jostling into each other. She purposefully lagged a ways off in case the wrecker caused one to detonate. Airachnid was only too happy when he finally set the bombs down.

"We'll stake out this place and wait for the beast, 'kay?" Wheeljack didn't pause for her reply before he started rummaging, rather carelessly in Airachnid's opinion, through his grenades. She'd never had an assignment with the wrecker before, but he wasn't exactly what she would consider a professional. His casualness around highly explosive devices put her on edge and the spider femme nervously took a few steps back.

Airachnid climbed a nearby tree that she had judged a safe distance from the not fully sane wrecker and started to weave a trap. She watched the sky and her audios were on high alert for any sign of the predicon. A shiver ran up the spider femme's spinal strut as she perched high above the wrecker. Tranquility seemed to spread through all Airachnid's systems, and the outside world faded away until all that remained was herself and her prey. This was her world and here, she ruled supreme.

An hour passed, then two, then three, but there was still no sign of the predicon. Wheeljack restless shifted his weight from pede to pede and tossed a grenade about in his boredom, but Airachnid remained motionless. Patience was one of her better qualities.

Something gleamed on the horizon and Airachnid focused in on it. The beast had arrived and she took a moment to simply observe it. The predicon soared through the sky with incredible velocity and Airachnid snapped out of her starstruck daze to comm the others, "Airachnid to base. I have a visual."

"Certainly took you long enough," came Arcee's snarky remark.

"You know, Arcee, you failed to inform me that the predicon is three times my height!"

"Now you're just exaggerating. It's thirty-five feet which is only slightly over twice your height," Arcee corrected.

"Not helping," Airachnid complained, "... Wait… How do you know the predicon's exact height?" The spider femme's inquiry was met with silence and for a second she thought Arcee had hung up on her.

"I have my ways. Do you need back up?" Arcee changed the topic.

"Do I ever need back up?" Airachnid countered cockily unaware of how her words made Arcee flinch.

"Every single time," the motorcycle femme shot back but her voice quivered and her comeback lacked conviction.

The spider femme blinked slowly and allowed the offending statement to pass below her radar, "Arcee… Are you alright?"

"Fine," the other femme responded sharply, then more gently added, "Don't die," before shutting the comm line off.

Airachnid checked the predicon's position and found it had closed the distance quickly. Wheeljack managed to snare her attention away from the beast with a particularly spectacular and nerve wracking flip of his grenade. "Think ya know what yer doin'?" the wrecker called up to her and grinned roguishly as he was caught in the thrill of the moment.

"More than you do with those grenades," she smirked, "Or you wouldn't still be tossing them around." The spider femme was inwardly elated that he had acknowledged her in positive way. Airachnid was able to push Arcee's biting tone to the back of her processor though she still felt a twinge of pain in her spark.

Wheeljack chuckled and fired back a scalding retort, but the predacon drowned out his words with a deafening roar. Both bots returned their focus to the present as the beast dived for Wheeljack. The wrecker lunged to the side to avoid getting his helm taken off. His shoulder plating wasn't quite as fortunate, and the glancing blow he received sent him sprawling.

The beast ignored her presence completely and in its folly, Airachnid saw her chance. She dropped the trap she had woven and strong, silken fibres bound the predacon's wings. It writhed but no matter how it twisted, it could not break free. Airachnid sprang from the tree to land crouched on the ground. She couldn't help feeling pleased that all was going according to plan, at least, that was until a certain idiot wrecker threw his first grenade.


	20. Failure

( **Skyshadow54** : Thank you so much.

 **wolf girl811** : You have my gratitude.

 **GHydra** : I'm honored by your support.

 **Elesem** : Words cannot express my joy that _you_ liked this story.

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The spider femme had just darted forwards to begin her attack when the shockwave from the blast sent her reeling. Airachnid looked up in time to witness the flames eat away at her webbing. The predacon's wings were once more unbound, and she felt her spark sink. The explosion hadn't damaged it in the slightest.

The predacon seemed to glare at her, and the spider femme sighed heavily. She certainly had its attention now. The beast's mandibles shivered before it loosed a torrent of flames that put Wheeljack's grenades to shame. Airachnid lunged to the right, but could feel the oppressive heat wash over her.

The beast was distracted as the wrecker drew his katanas and attempted to slice it in half. The twin blades sparked when they connected with the predacon's side and produced a dreadful wail that made Airachnid want to rip out her audios. The beast didn't even flinch. It lashed out with a back leg and slammed Wheeljack away. The wrecker crashed through a tree or two and lay motionless.

The predacon screeched in triumph as a sphere of fire began to form in its mouth. The spider femme rushed forwards and jabbed two of her extra limbs into the beast's underbelly. The bladed edges of her appendages slid into the crevices between its plating and the beast bellowed as two thin trickles of energon formed and the fireball dissipated.

Airachnid used her spider legs to climb onto its back before it could dislodge her, all the while digging her appendages in deep between its plating. The predacon screamed and for an instant the spider femme could have sworn she heard another voice bellowing right along side it. A cybertronian voice…

Stop it, Airachnid scolded herself. She couldn't afford to think of the beast as anything close to sentient. That would just make her job harder. In the half second of her hesitation, the predacon took control and smashed its tail into her. The spider femme was wrenched from its back and thrown a fair distance away before coming to rest at the base of a tree.

Airachnid lay on her back momentarily stunned. She attempted to sit up, but a bolt of agony shot through her systems courtesy of her lacerated side. In her peripheral, she could see that the wrecker had gotten unsteadily to his pedes. How he stayed standing was a mystery as the spider femme was pretty sure he'd landed on his helm.

Her processor snapped back to the present, and she instantly started to chastise herself. How could she have been so stupid as to forget to watch out for its tail? Her younger self would never have made that mistake. Airachnid forced herself to sit up and ignored the sound of her metal contorting.

The spider femme placed a servo against her side to attempt to stem the leaking. Her battered body demanded she lay back down, but the spider femme refused. She didn't even want to think about how many gears she probably just snapped in half or how Ratchet would react to having her in his medical bay once again.

Airachnid could only watch as the wrecker attacked the predicon headon. Again. She wasn't the least bit surprised when he was forcibly repelled. At this rate they would both end up in the medbay for a month, if they were lucky.

Seeing no real options, the spider femme activated her comm line. "Arcee…," she began sheepishly, "About that back up?"

Airachnid could practically hear Arcee rolling her optics, "When do I get to say 'I told you so'?"

"I do believe you just did," the spider femme retorted with a miffed air. Everything about her current predicament irritated her. There was no reason she shouldn't be able to handle a single beast!

"Just try to survive long enough for us to get there and rescue you." Arcee's voice was light and playful, but carried an undertone of apprehension.

"What was it you told me just earlier? 'Don't worry so much'? We're going to be fine, Arcee. I don't plan on joining the All-Spark today," Airachnid tried to reassure.

"You think Tailgate and Cliffjumper intended to die?" the motorcycle femme snapped.

Airachnid physically recoiled, "Arcee, please… that's not what I meant."

The comm line went dead and the spider femme attempted to refocus at the task at hand, but her attention was divided and her accuracy suffered for it. The spider femme's shots were wild and the beast had no trouble avoiding her webbing. The thrill of the hunt had dulled, and her spark was stricken.

When Arcee had lashed out at her with her words, Airachnid hadn't heard even a trace of her friend. There had only been the old Arcee, the irate, vengeful one. Lost in her thoughts, the spider femme was easily cornered by the predacon. It slammed a front leg into her and pinned her to the scorched earth.

Its talons raked the spider femme's frame as its mandibles parted and a fire ball formed. The flames swirled in an almost mesmerizing rhythm and Airachnid realized that she wanted to watch with morbid fascination her own death. In the beast's grip she didn't struggle. It would be better this way, the spider femme decided. Arcee would finally be able to heal.

There was a flash of light, a soft humming drone, and suddenly the predacon's weight disappeared. A servo touched her own and Airachnid was wrenched to her pedes. Her optics settled first on the closing groundbridge then on the blue femme whose servos had traveled up to her shoulder plating. The motorcycle femme shook her roughly.

"What were you thinking?" she demanded, "You said you didn't plan on dying!"

"Plans change," Airachnid intoned with about as much emotion as a rock.

Arcee growled under her breath only to tackle the spider femme as a sphere of flames exploded overhead. They hit the ground together and one of the motorcycle femme's servos accidentally jabbed into her open wound. There was a brief flash of pain before all sensation ceased.

Arcee pulled her servo away and cringed to see it covered in Airachnid's energon. "I didn't realize you were injured. Stay here and don't do anything stupid," the motorcycle femme commanded.

The spider femme thought to say something along the lines of 'define stupid' or 'so I shouldn't do anything you would do', but didn't see a reason to. Instead, Airachnid stayed silent as Arcee raced off to join Bulkhead and Wheeljack in slaying the beast.

Was there something wrong with her? The spider femme glanced at her lacerated side. It should be hurting like Pit right now, but it just didn't. Even if there was a problem, she couldn't seem to bring herself to care.

A soft clicking sound retrieved Airachnid from her dismal thoughts along with an outburst of "THAT DRAGON IS AWESOME!"

Everyone including the predacon turned to find that the source of the commotion was a certain Japanese teenager clicking away furiously on her phone and taking as many pictures as possible. Jack, having finally caught up with Miko, began his typical lecture that always started with "MIKO! What were you thinking?..."

Raf stood a few steps behind the arguing teens. He hated it when they fought, but he had more pressing concerns. The youngest boy's watchful eyes never left the predacon. He didn't like how it stared right back with a strange motionlessness. Abruptly, its jaw went slack and a sphere of flame began to gather there.

Bulkhead slammed his mace into the beast's side trying to knock off the trajectory, but it was too late. The autobots were too far away from the human trio to get to them in time as the beast released the flaming orb. Raf's scream jolted Airachnid out of her trance like state and she sprang forwards. The spider femme scooped the threesome into the crook of her arm joint and leapt out of the blast radius.

Still, a wave of heat poured over her frame and she brought her other arm up to shield the human children from flying debris. Arcee, Bulkhead, and Wheeljack had snared the predacon's attention giving her a much needed reprieve. Airachnid released the children from her hold a distance away from the warring Cybertronians.

"Are you injured?" the spider femme asked as she glanced down at the trio.

Surprisingly, it was Raf who found his voice first, "N-no, but you are."

Airachnid felt relieved before that too disappeared and left her with a strange numbness. The spider femme checked the gash on her stomach and duly noted that it had torn farther due to her fast paced movements.

"Does it hurt?" Miko piped up with an enamored look.

"No," the spider femme replied truthfully. She caught sight of the dubious expression Jack wore, and realized for the first time that each of the humans was splattered with her energon from when she had pulled them close. How much energon had she lost?... It didn't matter, Airachnid decided as she activated her comm line, "Airachnid to base, come in, Doctor."

"What's wrong?" came Ratchet's flustered voice, "Are you wounded?"

"No, but I seem to have come across three little stowaways who most likely snuck through the ground bridge behind Arcee and Bulkhead." The spider femme shot the threesome a pointed glare. Jack seemed to take offense at being lumped into the same category as Miko. Raf gave a timid smile.

"I'm opening a ground bridge now," Ratchet groaned, "Make sure they make it through."

"Of course." The green vortex formed not a moment later and Airachnid gestured for them to take it.

"Awww," Miko griped and gave the spider femme her best 'betrayed' look, "I expected this from Arcee, but you?"

"The ground bridge is waiting and don't even think about making a u-turn and coming back. I will be following right behind to be absolutely sure you get back safely,"

Miko sulked off into the bridge muttering about something along the lines of how the bots never let her have any fun. The boys trailed behind her and Airachnid finished up the rear. Bright fluorescent lights blinded her as she stepped into the base and she heard the beginning of the medic lecturing the human girl when he abruptly stopped.

"I thought you said you weren't injured? Medbay, NOW!" Ratchet insisted.

Just then, Arcee raced through the still open groundbridge with the wreckers at her heels. The portal seemed to glow crimson with an oncoming fire blast and Ratchet reflexively wrenched the lever downwards. The groundbridge dissipated along with all traces of the flames.

"Could you reopen the bridge?" Airachnid requested,"We haven't dispatched the predacon yet."

The medic rounded on her, "You're not authorized to leave the medbay let alone go back into combat!"

Airachnid opened her mouth to argue that she was perfectly fine when a bout of vertigo overtook her systems. Large servos that must have belonged to Bulkhead gripped her shoulder plating and kept her upright. The spider femme could feel unconsciousness tugging at her processor.

Golden orbs seemed to form in the center of her field of vision and started to drift towards the edges. There was a sharp cracking sound, and a jarring pain shot through her helm as darkness engulfed her… A single word surfaced in Airachnid's processor that summed up her entire existence… Failure…


	21. Regression

( **Skyshadow54** : Never ever on both accounts, and I'm so glad you're enjoying this story.

 **TheDoctor98HUN** : Thank you for your support)

Airachnid's POV

"... condition is far worse than I originally suspected…"

"... did the best you could…"

"... and…"

"What is it, old friend?"

"... Her spark… giving off a strange energy signature… like nothing I've ever seen…"

I caught snippets of a conversation as I came to. The speakers, I determined, were the Prime and the medic. My processor was sluggish and I seemed to be in a perpetual state of drifting back into recharge, at least, until I heard light pedesteps approaching. Arcee.

"Would you like to see her?" I hear the medic ask, "She's stabilized and well enough for visitors though not conscious yet."

I begin to struggle against the restraints of sleep that try to pull me under. Yes. I need to see Arcee. She was so angry with me, but I can't recall any details as to why. It doesn't matter. I'll apologize and then we-

"No."

The motorcycle femme's sharp reply drives a knife through my spark.

"But you've not visited her since she entered the medbay and that was a little over a week and a half ago," I hear the medic try again with a hint of incredulity in his voice.

"I can't. Not now," is Arcee's blunt response. Her pedesteps recede before there is the unmistakable hum of a Cybertronian transforming. An engine flairs into existence and the vehicle speeds away. Arcee is gone…

… Arcee didn't want to… She refused to… But I thought we were… … But I thought… … … What did I do wrong?... … …

I'm blindsided by a wave of agony emanating from my spark as lethargie overtakes all my systems. I close my optics as I raise my right arm and press my palm against my forehelm. It would be better for everyone if I was dead. If I had died in place of Wildclaw. My brother would have brought light and joy to this galaxy. I bring only misery and terror. Perhaps, if he had lived, the war might already be over. A crimson glow pulses through the dark medbay…

Suddenly, the Prime is by my side as he wrenches my servo away from my helm. The blaster bolt I had been powering up fires into the steel of the berth. The metal is charred and I feel a bit disappointed the Prime stopped me before numbness overrides all emotion.

His optics meet mine and I see the boundless grief that lies there though his expression remains stoic. He knows that I heard Arcee's decline to visit. "Let me go," I intone, "Let me die." For the first time, it is the Prime who breaks optic contact.

"You are a danger to yourself in your current state of mind," he rumbles, "I'm sorry, but this is for your own safety."

Before I realize what's happening the Prime activates the berth's restraint system. I don't bother putting up any resistance. Afterall, what would be the point? The Prime begins to walk away as monotonous, bitter laughter spills out of my voice box.

"So I'm… a prisoner of the autobots… once more," my voice has slowed and I can't seem to string more than a few words together at a time, but who cares? Not the Prime, not Arcee, and certainly not myself.

The Prime stiffens at my words. His imposing silhouette is contrasted by the dark of the medbay and the light of the base as I see him close his optics. My cackles increase in volume, but I'm still able to hear what he says before he leaves. "This wasn't how it was supposed to end…"

My laughter continues for hours until I eventually wear myself out. I sink into a restless recharge full of dreams about death and destruction, but, unfortunately, never my own… … …

I awoke next to the near constant stream of speech of the human female. I twisted my neck as well as I could what with the shackle around my throat to find her sitting on the berth beside my helm. I blink blearily at her as my processor struggles to follow the girl who's clearly oblivious to the fact I was not conscious for the first half of her spiel.

"-overheard Optimus stating he was going to formally invite you onto Team Prime even if you pretty much already are a member! You're going to need to get your decepticon symbol switched for the autobots' and you'll need to find your own human partner! I have some suggestions if you need recommendations! And if Bulkhead's ever busy on a mission or something then you can fly me to school as a helicopter! The teachers will totally flip!"

"I'm sorry… to disappoint…," I murmur, "... but I don't… think I'll be… joining the autobots… anytime soon…" I strain my processor for her name, but come up with nothing.

"Huh, why not?" she asks as she finally notices my shackes, "What… Why…?" For possibly the first time in her life the Japanese girl is at a loss for words. "I don't understand…"

"The Prime… has deemed me too… hazardous."

"That's ridiculous!" the girl exclaims, "You would never hurt me or any of the autobots!"

"True… enough," I agree, " The risk is… to myself."

"You didn't…," she whispers as dismay blooms in her eyes, "... Did you?"

"I… attempted to… offline myself"

"Why would you do that?" the girl demanded, her eyes gleaming with unshed tears, "Life is great!"

"I hope… that attitude… of yours… never changes," I whisper. I try to smile at her, but my lip components don't even twitch. I remember caring fondly for the Japanese teenager. I have no desire to see her cry.

"You'll get better though," a spark of hope appears in the girl's eyes, "Ratchet can fix you, right?"

"Of… course," I lie, and, yet, the girl believes me explicitly. I don't deserve such trust.

"Alright," she swipes frantically at her eyes and when she looks at me next there is no sign that she had been on the brink of tears. "I'm gonna go tell Bulkhead that you'll be fine. He's been worried about you. We all have been."

The girl jumps off the medical berth and waves to me before departing. Soon, very soon she will have a rude awakening when reality comes and the Pit claims my spark. I am damaged and no medic can repair me. My time in this world is coming to a end, but I do not fear death. I merely hope that when my mangled spark does give out, the Japanese teenager does not dwell on me long…

My audios detect a faint sound and it drags me from a recharge plagued with nightmares. The noise comes again and I glance around the medbay. It definitely wasn't a machine, but there is no one in sight.

I wait and a moment later it comes again, directly to the left of my helm. I shift my gaze to find a child sitting with her back to me and I was positive she hadn't been there a second ago. Her usual wavy brunette mane hangs limp and she's trembling. The girl carries an air of exhaustion as though she's not slept well in many months.

I open my mouth to call her name, but her designation is just one of the many that eludes me. The girl turns towards me and it's the first time I've seen her when she wasn't grinning. Instead, a tear spills from her luminous, golden eye and she struggles to meet my optics. "I'm so sorry," she bursts out, "This is all my fault!"

"Whatever… are you… talking about?"

"I should never have taken the darkness from your spark! Then maybe you wouldn't be… wouldn't be…" the child trails off as another wave of sobs overtakes her.

"No…," I contradict her, "I remember being… happy… more so than… I'd been… in a long… time… I wouldn't… change anything…"

"But at least you would live," she argues.

"My existence… would have remained… meaningless."

The girl scowls but doesn't counter my statement. Silence reigns and the child stares at the medbay's wall unable to bare the sight of me, I presume. There is nothing I can say to bring her comfort for she knows the truth. I can only advise her the harden her heart.

"Do not… mourn for me… I am… not worth… your tears…"

The girl's frown deepens. "Don't ever say that!" she reprimands me as her eye flashes scarlet, "I chose you because you deserved a second chance that you otherwise would never have gotten, but this wasn't how it was supposed to end."

"You… make life… sound like… a fairytale."

The child is quiet before abruptly resting a delicate hand upon my sealed sparkchamber. Her fingers are cool and her eye returns to its natural coloring, "The least I can do is take you pain."

"What… pain?" I blurt out, "I feel… nothing."

The girl appears concerned by my declaration and opens her mouth to say something when the medbay door slides open. A human enters and I hear their footsteps approach the berth where I lay. I blink slowly and the child is gone just as a teenager moves into my line of sight. His presence surprises me. The raven-haired boy lingers by my right servo unwilling to come any closer and he stares at his feet. "... Jack…"


	22. Broken

(Airachnid is definitely one the top five most hated transformer characters of all time, so I'm overjoyed that so many people want her to live.

 **Skyshadow54** : I'm glad you thought so.

To the **Guest** who reviewed: I reveal nothing.

 **JustinTheSpider** : We shall see...

 **Elesem** : You are too generous. I wouldn't be half the writer I am without you. So thank you.

 **Prixiv Fantasia** : I make no such promises.

 **Cute Little Cellest** : Thanks so much.)

Airachnid's POV

He looks up and his gray eyes meet my fuschia ones. There is much turbulence within him, and I know I am the cause of it. "Perhaps," Jack begins, "I was wrong." I say nothing as the boy hesitates, "Perhaps people can change."

"Maybe… they can… Maybe… they can't… My faith… on the matter… has been… shaken."

His eyes narrow in confusion before he slowly asks, "Does this… have anything to do with Arcee? She's seemed so distant lately, and I was wondering if you knew what was bothering her."

"She's upset… with me… but I'm… not certain… why."

Jack scowls and I know he's thinking of the many ways I could have antagonized Arcee. However, his expression clears a moment later. "I'm sure you didn't mean to offend her."

A ripple of shock breaks through my deadened senses. I open my mouth, but to say what I'm not sure. No words come.

"So…," Jack starts looking a bit uncomfortable, "I just wanted to thank you for saving my life, our lives. We would be ash courtesy of the predacon if not for you."

"Think nothing… of it," I say as I stumble over my words.

"Well, um, Ratchet wants you to rest, so I guess I'll be going now," he excuses himself, "I hope you recover soon."

"Thank you," I murmur, "Goodbye… Jack."

He climbs down from the medical berth and exits the medbay. A flare of pain shoots through my spark, and I feel myself drifting into the oblivion that is recharge…

No one's POV

Arcee returned to base after a long drive. Thoughts cycled endlessly through her processor as she transformed. She stumbled forwards with heavy pedes. The motorcycle femme was oblivious to her surroundings, at least, until she arrived in the main hanger. Ratchet was slumped against the wall of the medbay with his face buried in his servos. Optimus crouched beside his friend with a comforting servo on his shoulder.

The motorcycle femme was jarred back to reality as she rushed to their side, "What's wrong?"

The medic didn't respond, but Optimus turned his attention to her. His optics were dim with lamentation. "Ratchet was investigating the energy signature emanating from Airachnid's spark chamber," the Prime sighed, "He discovered it was due to the destabilization of her spark."

The medic raised his helm from his servos and for once looked every bit his age. "I've tried everything I can think of, but nothing works," Ratchet said quietly, his face haggard. "I've checked the scans dozens of times, but physically Airachnid is fine. I can't even pinpoint the cause of her rapid regression."

"I am no medic," Optimus spoke up hesitantly, "But I believe Airachnid's weakening spark is not from a physical flaw but a mental one. It has come to my attention that because of her instability, Airachnid relies heavily upon focusing on an objective she cares dearly for. Not long ago, she lived to hunt, torture, and kill. Revenge was her purpose."

Arcee felt her joints lock. "I… was her new purpose, wasn't I?" she asks hollowly.

The Prime says nothing, but the grimness in his optics is answer enough. "Go to her," Optimus requests, "Be with her. Airachnid needs you now more than ever."

The motorcycle femme overrode her temporary lockdown. Her digits graced against the door to the med bay, before entering. The lighting was dim as she shuffled over to the berth where the spider femme lay. Even in the darkness, Airachnid's ebony and gold plating gleams. Arcee thought she was recharging, but the spider femme's optics open immediately at her approach.

Arcee didn't know what to expect. Maybe Airachnid will grin and tease the motorcycle femme about keeping her waiting. Perhaps the spider femme will laugh and joke that she won't be able to get rid of her that easily. However, Airachnid does neither, and, upon seeing Arcee, her optics dim to a pastel pink.

Airachnid's POV

"Hey," the motorcycle femme murmurs. She speaks in hushed tones, trying to keep her voice steady.

"And here I… thought I was… finally awake," I sigh, "Though, this nightmare… isn't completely… unwelcome."

"Why would you assume this is a nightmare?" Arcee whispers. This time she can't prevent her voice from wavering. "It could be a dream." She wasn't certain why she added that last part. Airachnid was so subdued. The motorcycle femme could see the aftermath of what she had done, and Arcee had no desire to hurt the spider femme further.

"I don't… dream… Not anymore," I respond as my spark constricts, and a soft moan escapes my lips. "I wanted… to see Arcee… one last time… I still need… to apologize."

"You're not asleep!" the motorcycle femme cries with a hint of desperation, "I'm here now."

"Can't be…," I mumble, "Arcee… doesn't want… to see me… She… hates me…" My words ring true and the apparition before me flinches.

Abruptly, my restraints are removed. I power up my blaster once more, but servos wrap around my wrists and prevent me from ending it all. I am pulled me into a sitting position, and firmly embraced. I lean wearily into the other femme, no longer possessing the strength to remain erect.

"Does this feel fake to you?" I can't see her face, but I can hear the smile in her words.

"Nightmares are… suppose to… appear authentic…"

"When did you get to be so stubborn?" Arcee huffs into my audio, "But I can be just as obstinate as you." She maneuvers my servo, the one with the charged blaster bolt, and presses it to her back between her shoulder plating. "Okay, now fire unless you've accepted that this is real."I immediately allow the bolt to dissipate and the heat disappears along with it.

"I'm so sorry," Arcee bursts out, "I've been caught up in the past lately, but I never should have taken it out on you. Ratchet told me about your… condition. It's my fault that you're-" She cuts off as I lean my helm against her shoulder.

"Don't blame… yourself," I say tiredly, "I told you… my spark… has been broken… for quite… some time… You will… stay with me… won't you?... At least… until I…" My words trail off as my spark fluctuates. Arcee squeezes my frame tighter and my optics slide shut…


	23. Between the Worlds

**JustinTheSpider** : :)

 **Skyshadow54** : I'm so pleased.

 **Pixiv Fantasia** : :)

 **king rockerith** : :)

 **Rebask** : Thanks.

 **Elesem** : I'm glad you enjoyed it.

Airachnid's POV

"Wake up, Sleeping Beauty."

A voice I hadn't heard in millenia reverberates through my audios. My helm rests on jade shoulder plating, and my optics meet vivacious, crimson ones. I'm frozen for a moment as all my systems simultaneously crash before I throw myself at Wildclaw. We hit the ground together and my arms encircle his neck. I feel lubricantes streaming from my optics, but I don't care!

"Can't say I'm disappointed by your greeting," my brother laughs lightly. I try to speak, but my voice box doesn't produce anything coherent. Wildclaw chuckles as he wraps his arms around me, and pulls me close. It takes me some time before I can form intelligible thoughts. It is an old habit of mine to always be aware of my surroundings, and though I never want to take my optics off my brother again, I look away.

We lay in the shade of a white oak, sunlight peeking through its strong branches. The tall grasses are flattened from our fall, and patches of wild flowers are scattered about. Despite it all, there is no sign of wildlife. No birds. No insects. No spiders. The severe lack of life forms puts me on edge.

"Where are we, Brother?" I question, "Is this the All-Spark? Not quite what I imagined, but it can't be the Pit. Especially not if you're here."

"What makes you think you're dead, Sister?"

"What…?" I mumble, unable to process his words.

"You're dreaming, Sister."

I press my faceplate against his chassis, and my audios are met with silence. Not that I expected a sparkbeat. Tears form in my optics again and threaten to overtake what little rational thought I have left, but this time for a completely different reason. I feel like I've been gutted. "So… this isn't real," I whisper numbly, "You're not real."

"Well, I never said that," Wildclaw smiles gently, "Dreams have a funny way of uniting realities."

"If this is a dream, why did you tell me to 'wake up'?"

"I suppose that was the wrong word choice," he mumbles sheepishly, "Sorry about that."

"I don't understand," I sputter, "Why is this happening?"

"The autobot femme, Arcee, healed the pain you've been carrying for millennia, but your spark remains conflicted. It is up to you how you proceed."

"I want to stay with you, Brother," I say firmly.

Wildclaw tilts his helm away from me, and shuts his optics, "Please reconsider."

"You can't possibly be asking me to willingly leave you," I snap harsher than I meant to, "Not when I've only just found you!"

"I'm not asking you to do anything but consider all sides. Arcee cares about you so much. You bring out the best in each other," Wildclaw meets my gaze and I see the indecisiveness in his optics. "I just want you to be happy."

My mind reels as I take in my predicament. Life or death? Arcee or Wildclaw? It's too much, too sudden! There's no way I can possibly make that choice! I know Wildclaw doesn't want me to abandon him. I feel it in the way he holds me, as though he never wants to let go. I hear it in the words he leaves unspoken.

A servo cups my faceplate as rouge optics find my own. "You're over analyzing it, Sister. Choose Arcee," Wildclaw murmurs, "She needs you just as much as you need her." I nod slowly in confirmation, no longer able to form words.

A weightless sensation comes over me and I glance down to see my frame becoming translucent. A strangled sound escapes my voice box, but Wildclaw's servos are steady, "Don't worry. You're waking up."

"Not yet," I exclaim, "It's too soon! There's so much I want to tell you! I'm not ready to say goodbye!"

Wildclaw smiles softly, "This isn't goodbye. We'll see each other again someday, but promise me that you'll never try to force that day to come sooner than it inevitably will." He gives me a stern glare and I wordlessly agree.

The world around us fades out of sight, and I cling tighter to my brother. My frame is almost completely transparent now. "I love you, Wildclaw, with all my spark." Then, Wildclaw, too, disappears. I am left in an inky void holding air, but his words remain.

"I have never regretted pushing you out of the way of those blaster bolts, and I would do it again in a sparkbeat. You are my beloved sister, Airachnid."

... ... ...

Voices stirr my conscious from the dark oblivion, and I gradually regain my senses. I force my optics open, but for a few seconds all I can see is a mishmash of bold colors. My optics clear and I realize that most of Team Prime is in the medbay. Ultra Magnus is the only one absent.

It, then, comes to my attention that I'm resting in Arcee's arms, my helm still on her shoulder plating. "Thank you," I whisper in her audio as I return the hug, "For giving me a chance."

The motorcycle femme's frame goes ridgid with surprise, but relaxes a moment later, "You're awake," she blurts, "I'm so glad!" Arcee lowers her voice conspiratorially, "You were drooling all over my shoulder."

"I most certainly was not," I deny as I self consciously cover my lips with a servo.

"Okay," Arcee admits with a laugh, "Maybe you weren't, but that's what you get for scaring me so bad."

A wave of exhaustion floods my circuits, but pain does not accompany it. For the first time in hundreds of centuries my spark is whole.

Ratchet approaches wearing an utterly bewildered expression. "How are you feeling?" he asks me gently.

"Never better," I answer truthfully. Bulkhead gives a throaty chuckle and claps me on the shoulder and almost sends me careening off the berth and into Bumblebee. The scout laughs and helps me steady myself. Optimus smiles softly and that haunted look has fled his optics, at least, for now. Miko places herself at my side and radiates cheerfulness.

We stay like this for quite some time just conversing. Miko maintains a steady stream of babble that I try to follow, but the human girl speaks so rapidly and switches between so many topics that I am quickly lost. It is some time before I realize that Arcee is being unusually quiet.

I glance her way to find the motorcycle femme staring off into space. Her arms are crossed and her digits drum rhythmically across her plating.

"Is something wrong, Arcee?" I frown slightly.

The motorcycle femme jumps when I call her name. "Well, um," Arcee mumbles with uncharacteristic nervousness, "I was just wondering if you would be inclined to join Team Prime now… as my partner."

Shock ripples through my spark and is swiftly replaced with sorrow, "I can't. Jack is your partner."

The motorcycle femme looks uncomfortable, but my attention is promptly drawn away. "We've talked it over," Jack says calmly, speaking for the first time, "And since my own combat skills are rather lacking, I want Arcee to have someone capable watching her back."

"Jack will still be my partner," Arcee supplies hurriedly, "But you would be too."

"You do realize that the term 'partner' no longer applies in this sense, right?" I tease.

"Stop being technical and just agree to it already," the motorcycle femme rolls her optics, but can't stop herself from smiling, "And Optimus has granted you a clean slate, ensuring you safety from Ultra Magnus."

One by one I meet the optics of the people I've come to regard as close friends and family. Bumblebee… Ratchet… Bulkhead… Raphael… Optimus… Miko… I pause as my gaze finds Jack's. He gives me a solemn nod of approval and my spark soars.

Finally, I glance back at Arcee. The motorcycle femme's optics are alight with a childish hope, an expression I've never seen her wear before. I disappointed her once before. I can't do it again.

My servo drops to my decepticon emblem, "Ratchet, I'm going to need you to change this for me."

The End

(And so _Broken Mind_ has come to an end, and I hope everyone enjoyed reading it as much as I loved writing it. The inspiration behind this story comes from the fact that humans are a very judgmental species. I, myself, am definitely guilty of making assumptions about others and first impressions are a powerful thing. But we never know what others are going through in their lives and so, as of late, I've been trying to be more open-minded. I have always wondered what could have happened to Airachnid to send her over the edge, and through writing I have learned that redemption is very important to me. Thank you again for reading, and have a good day.)


End file.
